THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006.

This Document contains a proposal which, if implemented, will result in the cancellation of the listing of FSFC Shares on the Official List and of the trading of FSFC Shares on the London Stock Exchange's main market for listed securities.

If you are in any doubt as to the contents of this Document or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser authorised under FSMA, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.

If you sell or have sold or otherwise transferred all of your FSFC Shares, please forward this Document together with the accompanying pre-paid envelope(s) (but not the accompanying forms personalised to you) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted (in whole or in part) in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding of FSFC Shares, you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected. If you have recently purchased or otherwise been transferred FSFC Shares in certificated form, notwithstanding receipt of this Document from the transferor, you should contact FSFC's registrar, Computershare, through the Shareholder Helpline (details of which appear on page 15 of this Document) to obtain personalised Forms of Proxy and (where relevant) a personalised Form of Election and any other replacement documents.

The release, publication or distribution of this Document and/or any accompanying documents (in whole or in part), directly or indirectly, in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Document and/or the accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.

Neither this Document nor any of the accompanying documents do, or are intended to, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities (including, without limitation, Rollover Shares) or the solicitation of any vote or approval pursuant to the Acquisition, the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This Document is not a prospectus or prospectus equivalent document.

Recommended acquisition of Foresight Sustainable Forestry Company plc ("FSFC") by Arizona Bidco Limited ("Bidco")

a newly formed vehicle, wholly-owned, indirectly, by Averon Park Limited ("Averon Park") to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

This Document (including all information incorporated into this Document by reference to another source) should be read as a whole and in conjunction with the Forms of Proxy and (where relevant) the Form of Election. Your attention is drawn to Part I (Letter from the Chairman of FSFC) of this Document, which contains the unanimous recommendation of the FSFC Directors that you vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution at the General Meeting. A letter from Stifel explaining the Scheme appears in Part II (Explanatory Statement) of this Document, which constitutes an explanatory statement in compliance with section 897 of the Companies Act.

Notices of the Court Meeting and the General Meeting, each of which will be held at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London EC2V 6ET on 16 July 2024, are set out in Part XIV (Notice of Court Meeting) and Part XV (Notice of General Meeting) of this Document respectively. The Court Meeting will start at 10.00 a.m. and the General Meeting at 10.15 a.m. or as soon thereafter as the Court Meeting is concluded or adjourned.

The action to be taken by Scheme Voting Shareholders, FSFC Shareholders and Scheme Shareholders (as relevant) in respect of the Acquisition and the Scheme is set out on pages 10 to 15 and in paragraph 21 of Part II (Explanatory Statement) of this Document.

Scheme Voting Shareholders and FSFC Shareholders are asked to complete and return the enclosed blue and white Forms of Proxy respectively (or appoint a proxy online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform) in accordance with the instructions set out in this Document and on the Forms of Proxy as soon as possible, but in any event so as to be received by Computershare not later than 10.00 a.m. on 12 July 2024 in the case of the Court Meeting and not later than 10.15 a.m. on 12 July 2024 in the case of the General Meeting or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting (excluding any part of such 48 hour period falling on a non-working day).

Alternatively, if not returned by 10.00 a.m. on 12 July 2024, Scheme Voting Shareholders may hand the blue Form of Proxy for the Court Meeting (but not the white Form of Proxy for the General Meeting) to the Chair of the Court Meeting (or Computershare on the Chair's behalf) at the start of the Court Meeting or any adjournment thereof. If the white Form of Proxy for the General Meeting is not lodged (or an electronic proxy appointment is not transmitted online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform) by 10.15 a.m. on 12 July 2024, it will be invalid. Forms of Proxy returned by fax will not be accepted.

Scheme Voting Shareholders and FSFC Shareholders are strongly encouraged to appoint "the Chair of the Meeting" as their proxy in connection with the Court Meeting and the General Meeting respectively.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Voting Shareholders and FSFC Shareholders before the Meetings through FSFC's website https://fsfc.foresightgroup.eu/offer-fsfc and, where appropriate, by announcement through a Regulatory Information Service.

It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) so that the Court may be satisfied that there is a fair representation of opinion of Scheme Voting Shareholders. Whether or not you intend to attend, speak and/or vote at the Meetings, you are therefore strongly encouraged to either sign and return your Forms of Proxy by post or transmit a proxy appointment electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform as soon as possible.

The return of a completed Form of Proxy or the electronic appointment of a proxy online at www.investorcentre.co.uk/eproxy, through CREST or via the Proxymity platform will not prevent you from attending, asking questions and voting (and/or, in the case of the Court Meeting, raising any objections) at the Court Meeting and/or the General Meeting (or any adjournment of such Meeting) in person if you so wish and are so entitled.

If you are an eligible Scheme Shareholder who holds Scheme Shares in certificated form (that is, not in CREST) and you wish to make an election under the Alternative Offer, please complete the green Form of Election in accordance with the instructions printed on such form and return it by post to Computershare at Corporate Actions Projects, Bristol BS99 6AH, United Kingdom, or, if you hold your Scheme Shares through CREST, submit a TTE Instruction in respect of all of your Scheme Shares, in each case so as to reach Computershare by no later than the Election Return Time. In respect of Scheme Shareholders who hold their Scheme Shares in certificated form, a pre-paid envelope has been provided with this Document which may be used (within the United Kingdom) for the return of the Form of Election.

Scheme Shareholders who are in a Restricted Jurisdiction or otherwise do not satisfy the eligibility criteria set out in paragraph 10 of Part II (Explanatory Statement), Part X (Additional information on the Averon Park Group and the Bidco Shares) and Part XI (How to make an election for the Alternative Offer) of this Document are only eligible to receive the Cash Offer and are not eligible to elect for the Alternative Offer. Full instructions as to how to make an Alternative Offer Election are set out in Part XI (How to make an election for the Alternative Offer) of this Document.

If you wish to receive cash for the Scheme Shares that you hold at the Scheme Record Time and do not wish to make an election in respect of the Scheme Shares you hold under the Alternative Offer, you are not required to return the green Form of Election or make a TTE Instruction electing for the Alternative Offer.

Scheme Shareholders, and any underlying indirect owners who hold Scheme Shares through a nominee or similar arrangement, who wish to elect for the Alternative Offer may, at the sole discretion of Bidco, be required to deliver KYC Information to Bidco or its agent at or prior to the Election Return Time. Details of the required KYC Information will be notified to the relevant Scheme Shareholder and/or underlying indirect owner by or on behalf of Bidco prior to the Election Return Time. Failure to deliver such KYC Information, if requested, in a form satisfactory to Bidco at or prior to the Election Return Time will result in a purported election for the Alternative Offer being treated as invalid by Bidco.

If you have any questions about this Document, the Court Meeting or the General Meeting, or are in any doubt as to how to submit your proxies electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform or to complete the Forms of Proxy or Form of Election or to submit a TTE Instruction, please call FSFC's registrar, Computershare, on +44 (0) 370 707 1231. Lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Please note that Computershare cannot provide any financial, legal or tax advice, or any advice on the merits of the Acquisition or the Scheme, and calls may be recorded and monitored for security and training purposes.

Certain terms used in this Document are defined in Part XIII (Definitions) of this Document. References to times in this Document are to London, United Kingdom time unless otherwise stated.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Rule 3 financial adviser exclusively to FSFC and no one else in connection with the matters described in this Document and will not regard any other person as its client in respect thereof or be responsible to anyone other than FSFC for providing the protections afforded to clients of Stifel or its affiliates nor for providing advice in connection with any matter referred to in this Document. Neither Stifel nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stifel or its affiliates in connection with this Document, any statement contained herein, the Acquisition, the Scheme or otherwise. No representation or warranty, express or implied, is made by Stifel as to the contents of this Document.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to Bidco, Blackmead and Averon Park and no one else in connection with the matters described in this Document and will not regard any other person as its client in respect thereof or be responsible to anyone other than Bidco, Blackmead or Averon Park or their respective affiliates for providing the protections afforded to clients of Singer Capital Markets or its affiliates nor for providing advice in connection with any matter referred to in this Document. Neither Singer Capital Markets nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets or its affiliates in connection with this Document, any statement contained herein, the Acquisition, the Scheme or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this Document.

No person has been authorised to give any information or make any representations other than those contained in this Document and, if given or made, such information or representations must not be relied upon as having been authorised by FSFC, the FSFC Directors, Bidco, the Bidco Director, Averon Park, the Averon Park Directors or by Stifel, Singer Capital Markets or any other person involved in the Acquisition. Neither the delivery of this Document nor the holding of the Meetings, the Court Sanction Hearing, or filing the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the FSFC Group or the Bidco Group since the date of this Document or that the information in, or incorporated into, this Document is correct as at any time subsequent to its date.

IMPORTANT NOTICE

Neither this Document nor any of the accompanying documents do, or are intended to, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities (including Rollover Shares) or the solicitation of any vote or approval pursuant to the Acquisition or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This Document is not a prospectus or prospectus equivalent document.

The statements contained in this Document are made as at the date of this Document, unless some other time is specified in relation to them, and service of this Document shall not give rise to any implication that there has been no change in the facts set forth in this Document since such date. Nothing in this Document shall be deemed to be a forecast, projection or estimate of the future financial performance of FSFC, Bidco or Averon Park.

The summary of the principal provisions of the Scheme contained in this Document is qualified in its entirety by reference to the Scheme itself, the full text of which is set out in Part IV (The Scheme of Arrangement) of this Document. Each FSFC Shareholder is advised to read and consider carefully the text of the Scheme itself. This Document, and in particular the letter from the Chairman of FSFC in Part I (Letter from the Chairman of FSFC) and the letter from Stifel in Part II (Explanatory Statement) of this Document, has been prepared solely to assist Scheme Voting Shareholders in respect of voting on the resolution to approve the Scheme to be proposed at the Court Meeting, to assist FSFC Shareholders in respect of voting on the Special Resolution to be proposed at the General Meeting and to assist Scheme Shareholders in respect of considering the Alternative Offer. Nothing in this Document should be construed as legal, business, financial or tax advice and FSFC Shareholders should consult with their own advisers as to the matters described in this Document.

Overseas Shareholders

This Document and the accompanying documents have been prepared in accordance with and for the purpose of complying with English law, the Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this Document had been prepared in accordance with the laws of jurisdictions outside England.

The release, publication or distribution of this Document and/or any accompanying documents (in whole or in part), directly or indirectly, in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. The availability of the Acquisition (including the Alternative Offer) to Scheme Shareholders who are not resident in, and citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens, and the ability of persons who are not resident in the United Kingdom to vote their Scheme Voting Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition (including the Alternative Offer) shall not be made available, directly or indirectly, in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within any Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Document and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Document and all such documents relating to the Acquisition (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented (with the consent of the Panel) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from or within any Restricted Jurisdiction.

The Acquisition shall be subject to, among other things, the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

Notice to US investors in FSFC

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules.

The financial information included in this Document has been prepared in accordance with UK IFRS and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States, which differ in certain significant respects from UK IFRS.

If, in the future, Bidco exercises its right to implement the Acquisition by means of a Takeover Offer which is to be made into the United States, such a Takeover Offer would be made in compliance with all applicable US laws and regulations, including any applicable exemptions under the US Exchange Act. Such a Takeover Offer would be made in the United States by Bidco and no one else.

In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act (to the extent applicable), Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, FSFC Shares or other securities of FSFC outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme and/or Takeover Offer (as relevant) becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside of the United States and would be in accordance with applicable law, including the US Exchange Act and the Code. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the SEC nor any US state securities commission nor any other US regulatory authority has approved or disapproved of the Alternative Offer nor the securities to which it relates or determined if this Document is accurate or complete or adequate. Any representation to the contrary is a criminal offence in the United States.

The Rollover Shares that may be issued under the Alternative Offer have not been and will not be registered under the US Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange. Accordingly, the Rollover Shares may not be offered or sold in the United States, except in a transaction not subject to, or in reliance on an applicable exemption from, the registration requirements of the US Securities Act and any applicable state securities laws. Bidco expects to issue the Rollover Shares in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10) exempts securities issued in specified exchange transactions from the registration requirement under the US Securities Act where, among other things, the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court or governmental authority expressly authorised by law to grant such approval, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the Rollover Shares are proposed to be issued have the right to appear and receive adequate and timely notice thereof. If Bidco exercises its right to implement the acquisition of the Scheme Shares by way of a Takeover Offer, the Rollover Shares will not be offered in the United States except pursuant to an exemption from or in a transaction not subject to registration under the US Securities Act.

US holders who are or will be affiliates of the Bidco Group or FSFC prior to, or of Bidco Group after, the Effective Date will be subject to certain US transfer restrictions relating to any Rollover Shares received pursuant to the Scheme.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act in respect of the Rollover Shares issued pursuant to the Alternative Offer afforded by Section 3(a)(10), Bidco will advise the Court that its sanctioning of the Scheme will be relied upon by Bidco as an approval of the Scheme following a hearing on its fairness to Scheme Shareholders.

The receipt of cash by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may have tax consequences in the US and such consequences, if any, are not described in this Document. Each FSFC Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

FSFC and Bidco are each incorporated under the laws of England. Some or all of the officers and directors of Bidco and FSFC, respectively, are residents of countries other than the United States. In addition, some or all of the assets of Bidco and FSFC are located outside the United States. As a result, it may be difficult for US holders of FSFC Shares to enforce their rights and any claim arising out of the US federal laws or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom. US holders of FSFC Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Forward-looking statements

This Document (including information incorporated by reference into this Document), any oral statements made regarding the Acquisition, and other information published by Bidco, Averon Park and FSFC contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco, Averon Park and FSFC about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Document include statements relating to the expected effects of the Acquisition on Bidco, the Bidco Group, FSFC and the FSFC Group (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "forecast", "project", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements may include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, FSFC's, any member of the Bidco Group's or any member of the FSFC Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, FSFC's, any member of the Bidco Group's or any member of the FSFC Group's business.

Although Bidco, Averon Park and FSFC believe that the expectations reflected in such forward-looking statements are reasonable, none of Bidco, Averon Park or FSFC can give any assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and timetable; changes in the global and domestic political, economic, business and competitive environments and in market and regulatory forces, circumstances or conditions; changes in future exchange and interest rates; changes in tax law or rates; future business combinations or disposals; and any epidemic, pandemic or disease outbreak. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

Neither Bidco, Averon Park nor FSFC, nor any of their respective associates or directors, officers, managers, partners or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Document will actually occur. You are cautioned not to place any reliance on these forward-looking statements. The forward-looking statements speak only at the date of this Document. All subsequent oral or written forward-looking statements attributable to Bidco or any member of the Wider Bidco Group or FSFC or any member of the Wider FSFC Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations, none of Bidco, Averon Park or FSFC is under any obligation, and Bidco, Averon Park and FSFC expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this Document, or incorporated by reference into this Document, is intended to constitute a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Document should be interpreted to mean that earnings or earnings per share for FSFC or Bidco, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for FSFC or Bidco, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosure must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this Document and the documents required to be published under Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on FSFC's website at https://fsfc.foresightgroup.eu/offer-fsfc and on Bidco's website at https://communications.singercm.com/p/4UWI-F5D/arizona-bidco by no later than 12 noon (London time) on the first Business Day following the date of this Document.

For the avoidance of doubt, neither the contents of these websites nor any website accessible from hyperlinks is incorporated into or forms part of this Document.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, FSFC Shareholders and persons with information rights may request a hard copy of this Document (and any such information incorporated into it by reference to another source) by contacting FSFC's registrar, Computershare, between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) on +44 (0) 370 707 1231 or by submitting a request in writing to Computershare, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Please note that Computershare cannot provide any financial, legal or tax advice, or any advice on the merits of the Acquisition or the Scheme, and calls may be recorded and monitored for security and training purposes.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by FSFC Shareholders, persons with information rights and other relevant persons for the receipt of communications from FSFC may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or paragraphs may vary slightly and figures shown as totals in certain tables may not be an exact arithmetic aggregation of figures that precede them.

Incorporation of information by reference into this Document

Part V (Financial and ratings information) of this Document refers to sections of certain documents which are incorporated by reference into, and form part of, this Document.

This information is available on FSFC's website at https://fsfc.foresightgroup.eu/shareholder-centre. FSFC Shareholders and persons with information rights may request a hard copy of such documents incorporated by reference. A copy of any such documents or information incorporated by reference will not be sent to such persons unless requested, free of charge, by calling FSFC's registrar, Computershare, between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) on +44 (0) 370 707 1231 or by submitting a request in writing to Computershare, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom stating your name, and the address to which the hard copy should be sent. You will not receive a hard copy of this information unless you so request. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Time

All times shown in this Document are London times, unless otherwise stated.

General

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining FSFC Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase FSFC Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this Document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Scheme process

In accordance with section 5 of Appendix 7 of the Code, FSFC will announce through a Regulatory Information Service key events in the Scheme process including the outcomes of the Meetings and the Court Sanction Hearing.

In accordance with section 7 of Appendix 7 of the Code, unless otherwise consented to by the Panel and (if required) approved by the Court, any revision to the Scheme will be made no later than the day which is 14 days prior to the Meetings (or any later date to which such Meetings are adjourned).

This Document is dated 25 June 2024.

ACTION TO BE TAKEN	10
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	16
PART I LETTER FROM THE CHAIRMAN OF FSFC	18
PART II EXPLANATORY STATEMENT	28
PART III CONDITIONS TO, AND CERTAIN FURTHER TERMS OF, THE ACQUISITION AND THE SCHEME PART IV THE SCHEME OF ARRANGEMENT PART V FINANCIAL AND RATINGS INFORMATION	53 62 74
PART VI RULE 29 VALUATION REPORT	76
PART VII UNITED KINGDOM TAXATION	95
PART VIII ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS	97
PART IX ADDITIONAL INFORMATION ON FSFC, BIDCO AND AVERON PARK	100
PART X ADDITIONAL INFORMATION ON THE AVERON PARK GROUP AND THE BIDCO SHARES	113
PART XI HOW TO MAKE AN ELECTION FOR THE ALTERNATIVE OFFER	118
PART XII RULE 24.11 ESTIMATE OF VALUE LETTER	123
PART XIII DEFINITIONS	128
PART XIV NOTICE OF COURT MEETING	138
PART XV NOTICE OF GENERAL MEETING	143

ACTION TO BE TAKEN

For the reasons set out in this Document, the FSFC Directors, who have been so advised by Stifel as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its financial advice to the FSFC Directors, Stifel has taken into account the commercial assessments of the FSFC Directors. Stifel is providing independent financial advice to the FSFC Directors for the purposes of Rule 3 of the Code.

Accordingly, in order to implement the Acquisition, the FSFC Directors unanimously recommend that you vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as the FSFC Directors have irrevocably undertaken to do in respect of their own beneficial holdings of FSFC Shares, and that you take the action described below.

Eligible Scheme Shareholders may also elect for the Alternative Offer and detailed instructions on the action to be taken by those Scheme Shareholders who wish to, and are permitted to, make an election under the Alternative Offer are set out in paragraphs 10 to 12 of Part II (Explanatory Statement) and Part XI (How to make an election for the Alternative Offer) of this Document. The description in the paragraph titled "Elections for the Alternative Offer" below is a summary of such instructions.

Stifel is unable to advise the FSFC Directors as to whether or not the financial terms of the Alternative Offer are fair and reasonable. This is because Stifel has not had any involvement in the development and validation of any financial projections for Bidco. As a result, Stifel is unable to assess any plans Bidco may have for the development of FSFC to the degree necessary to form an assessment of the value of the Alternative Offer. Stifel also notes the significant and variable impact that the disadvantages and advantages of the Alternative Offer described in this Document may have for individual eligible Scheme Shareholders.

In deciding whether or not to elect for the Alternative Offer, eligible Scheme Shareholders are strongly encouraged to take their own independent financial, tax and legal advice and consider carefully the disadvantages and advantages of electing for the Alternative Offer and the risk factors and other investment considerations relating to the Alternative Offer (including, but not limited to, those set out in paragraphs 10 and 12 of Part II (Explanatory Statement) of this Document) in the light of their own financial circumstances and investment objectives. Eligible Scheme Shareholders should also ascertain whether acquiring or holding Bidco Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether Bidco Shares are a suitable investment in the light of their own personal circumstances.

This section should be read in conjunction with the rest of this Document, and in particular, paragraph 21 of Part II (Explanatory Statement) of this Document and the notices of the Court Meeting and the General Meeting set out in Part XIV (Notice of Court Meeting) and Part XV (Notice of General Meeting) of this Document, respectively.

1. Documents

Please check that you have received with this Document:

l a blue Attendance Card and Form of Proxy for the Court Meeting to be held at 10.00 a.m. on 16 July 2024;
l a white Attendance Card and Form of Proxy the General Meeting to be held at 10.15 a.m. on 16 July 2024 (or as soon thereafter as the Court Meeting concludes or is adjourned);
l in respect of Scheme Shareholders who hold their Scheme Shares in certificated form, a green Form of Election for use by Scheme Shareholders who are eligible for, and wish to make elections under, the Alternative Offer in relation to Scheme Shares held in certificated form only;
l a pre-paid envelope for use in the UK only for the return of the blue Form of Proxy and the white Form of Proxy; and
l in respect of Scheme Shareholders who hold their Scheme Shares in certificated form, a separate pre-paid envelope for use in the United Kingdom only for the return of the green Form of Election.

If you have not received all of these documents or have any other queries, please contact Computershare via the Shareholder Helpline as detailed in paragraph 4 of this section.

2. Voting at the Court Meeting and the General Meeting

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST (WHETHER IN PERSON OR BY PROXY) SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME VOTING SHAREHOLDER OPINION. WHETHER OR NOT YOU INTEND TO ATTEND THE MEETINGS, YOU ARE THEREFORE STRONGLY ENCOURAGED TO SIGN AND RETURN YOUR FORMS OF PROXY BY POST OR APPOINT A PROXY ELECTRONICALLY ONLINE AT WWW.INVESTORCENTRE.CO.UK/EPROXY, THROUGH CREST OR (FOR INSTITUTIONAL INVESTORS) VIA THE PROXYMITY PLATFORM AS SOON AS POSSIBLE, BUT IN ANY EVENT SO AS TO BE RECEIVED BY COMPUTERSHARE NOT LATER THAN 10.00 A.M. ON 12 JULY 2024 IN THE CASE OF THE COURT MEETING AND NOT LATER THAN 10.15 A.M. ON 12 JULY 2024 IN THE CASE OF THE GENERAL MEETING OR, IN THE CASE OF ANY ADJOURNMENT, NOT LATER THAN 48 HOURS BEFORE THE TIME FIXED FOR THE ADJOURNED MEETING (EXCLUDING ANY PART OF SUCH 48 HOUR PERIOD FALLING ON A NON-WORKING DAY).

The Scheme will require approval by Scheme Voting Shareholders at the Court Meeting, being the meeting of Scheme Voting Shareholders convened with the permission of the Court to be held at 10.00 a.m. on 16 July 2024 at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London EC2V 6ET. Implementation of the Scheme will also require approval of the Special Resolution relating to the Acquisition to be proposed at the General Meeting. The General Meeting will be held at the same place as the Court Meeting on 16 July 2024 at 10.15 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned). Notices of the Meetings are set out at Part XIV (Notice of Court Meeting) and Part XV (Notice of General Meeting), respectively, of this Document. If the Scheme becomes Effective, it will be binding on all Scheme Shareholders, including any Scheme Shareholders who were not eligible to vote, who did not vote or who voted against the Scheme at the Court Meeting.

Any changes to the arrangements for the Meetings will be communicated to Scheme Voting Shareholders and FSFC Shareholders before the Meetings through FSFC's website https://fsfc.foresightgroup.eu/offerfsfc and, where appropriate, by announcement through a Regulatory Information Service.

Scheme Voting Shareholders and FSFC Shareholders are strongly encouraged to submit proxy appointments and instructions for the Meetings as soon as possible, using any of the methods (by post or electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform) set out below, and are further strongly encouraged to appoint "the Chair of the Meeting" as their proxy in connection with the Meetings.

Scheme Voting Shareholders and FSFC Shareholders are required to submit or amend proxy voting instructions in respect of the relevant Meeting not later than 10.00 a.m. on 12 July 2024 in the case of the Court Meeting and not later than 10.15 a.m. on 12 July 2024 in the case of the General Meeting or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting (excluding any part of such 48 hour period falling on a non-working day). In the case of the Court Meeting only, Scheme Voting Shareholders who have not submitted or amended their proxy voting instructions by this time may hand the blue Form of Proxy to the Chair of the Court Meeting (or Computershare on the Chair's behalf) at the start of the Court Meeting or any adjournment thereof. However, if the white Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

Scheme Voting Shareholders and FSFC Shareholders are entitled to appoint a proxy in respect of some or all of their Scheme Voting Shares or FSFC Shares (as relevant) and may also appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. Scheme Voting Shareholders or FSFC Shareholders who wish to appoint more than one proxy in respect of their holding of Scheme Voting Shares or FSFC Shares (as relevant) should contact Computershare via the Shareholder Helpline as detailed in paragraph 4 of this section for further Forms of Proxy or photocopy the Forms of Proxy as required.

The return of a completed Form of Proxy or the electronic appointment of a proxy online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform will not prevent you from attending, asking questions and voting (and/or, in the case of the Court Meeting, raising any objections) at the Court Meeting and/or the General Meeting (or any adjournment of such Meeting) in person if you so wish and are so entitled.

(a) Electronic appointment of proxies online at www.investorcentre.co.uk/eproxy

Proxies may be appointed electronically online at www.investorcentre.co.uk/eproxy. You will need to accept the relevant terms and conditions, enter the Control Number, Shareholder Reference Number (SRN) and PIN provided on the Forms of Proxy and follow the instructions given. For an electronic proxy appointment to be valid, the appointment must be received by Computershare not later than 10.00 a.m. on 12 July 2024 in the case of the Court Meeting and not later than 10.15 a.m. on 12 July 2024 in the case of the General Meeting or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting (excluding any part of such 48 hour period falling on a non-working day).

In the case of the Court Meeting only, if you have not appointed a proxy electronically by such time, you may complete the blue Form of Proxy and hand it to the Chair of the Court Meeting (or Computershare on the Chair's behalf) at the start of the Court Meeting or any adjournment thereof.

(b) Electronic appointment of proxies through CREST

If you hold FSFC Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the Court Meeting or the General Meeting (or any adjourned Meeting) by using the CREST electronic proxy appointment service, you may do so by following the procedures described in the CREST Manual (please also refer to the accompanying notes to the notices of the Meetings set out in Part XIV (Notice of Court Meeting) and Part XV (Notice of General Meeting) of this Document). CREST personal members or other CREST sponsored members, and those CREST members who have appointed any voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Computershare (ID: 3RA50) not later than 10.00 a.m. on 12 July 2024 in the case of the Court Meeting and not later than 10.15 a.m. on 12 July 2024 in the case of the General Meeting or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting (excluding any part of such 48 hour period falling on a non-working day). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Computershare is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed any voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. For further information on the logistics of submitting messages in CREST, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

FSFC may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

(c) Electronic appointment of proxies through Proxymity

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by FSFC and approved by FSFC's registrar, Computershare. For further information regarding Proxymity, please go to www.proxymity.io. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.

For an electronic proxy appointment to be valid, it must be lodged not later than 10.00 a.m. on 12 July 2024 in the case of the Court Meeting and not later than 10.15 a.m. on 12 July 2024 in the case of the General Meeting or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting (excluding any part of such 48 hour period falling on a non-working day).

(d) Sending Forms of Proxy by post

As an alternative to appointing proxies electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform, Scheme Voting Shareholders can complete a blue Form of Proxy for the Court Meeting and FSFC Shareholders can complete a white Form of Proxy for the General Meeting. Please complete and sign the Forms of Proxy in accordance with the instructions printed on them and return them to FSFC's registrar, Computershare, by post to Computershare at Corporate Actions Projects, Bristol BS99 6AH, United Kingdom so as to be received as soon as possible and in any event not later than the relevant times set out below:

Blue Form of Proxy for the Court Meeting	10.00 a.m. on 12 July 2024

White Form of Proxy for the General Meeting 10.15 a.m. on 12 July 2024

or, if in either case the Meeting is adjourned, the relevant Form of Proxy should be received not later than 48 hours (excluding any part of such 48 hours period falling on a non-working day) before the time fixed for the adjourned Meeting.

In the case of the Court Meeting only, if you have not lodged the blue Form of Proxy by such time, you may hand the blue Form of Proxy to the Chair of the Court Meeting (or Computershare on the Chair's behalf) at the start of the Court Meeting or any adjournment thereof. However, if the white Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

3. Elections for the Alternative Offer

As an alternative to the Cash Offer, eligible Scheme Shareholders may elect to receive the Alternative Offer which, in turn, is an election to receive one Rollover Share in exchange for each Scheme Share, subject to the terms and conditions of the Alternative Offer (including that such election is in respect of all, but not part only, of their holding of Scheme Shares (subject as set out below in respect of CREST nominees that operate pooled accounts)). Further details of the Rollover Shares are set out in paragraphs 10 to 12 of Part II (Explanatory Statement) and in Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document. Full instructions as to how to make an Alternative Offer Election are set out in Part XI (How to make an election for the Alternative Offer) of this Document.

The Rollover Shares have been independently valued by Singer Capital Markets in its capacity as financial adviser to Bidco, and an estimate of the range of values that may be attributed to a Rollover Share (together with the assumptions, qualifications and caveats forming the basis of such estimate of values) is set out in a letter at Part XII (Rule 24.11 Estimate of Value Letter) of this Document.

If you are an eligible Scheme Shareholder who holds Scheme Shares in certificated form (that is, not through CREST) and you wish to make an election under the Alternative Offer, please complete the green Form of Election in accordance with the instructions printed on such form and return it by post to Computershare at Corporate Actions Projects, Bristol BS99 6AH, United Kingdom so as to reach Computershare by no later than 1.00 p.m. on 22 July 2024. In respect of Scheme Shareholders who hold their Scheme Shares in certificated form, a pre-paid envelope has been provided with this Document which may be used (within the United Kingdom) for the return of the Form of Election. The instructions printed on, or deemed to be incorporated in, the Form of Election constitute a part of the terms of the Scheme.

If you are an eligible Scheme Shareholder who holds Scheme Shares in uncertificated form (that is, through CREST) and you wish to elect for the Alternative Offer, you will not receive, and should not submit, a Form of Election. Instead, you should submit your election electronically by taking (or procuring to be taken) the actions set out in Part XI (How to make an election for the Alternative Offer) to transfer your Scheme Shares to the relevant escrow account using a TTE Instruction as soon as possible, and in any event so that the TTE Instruction settles no later than 1.00 p.m. on 22 July 2024. If you are a CREST personal member or other CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your participation ID and the member account ID under which your Scheme Shares are held. In addition, only your CREST sponsor will be able to send the TTE Instruction to Euroclear in relation to your Scheme Shares.

If you hold your Scheme Shares in both certificated and uncertificated form and you wish to make an election under the Alternative Offer, you must make separate elections in respect of each holding, completing a Form of Election in relation to the certificated holding(s) only. Similarly, if you hold Scheme Shares in certificated form but under different designations you should complete a separate Form of Election in respect of each designation. You can obtain further Forms of Election by contacting Computershare on the Shareholder Helpline detailed in paragraph 4 below. You must make elections in respect of your entire holdings or your purported elections in respect of such holdings will be treated as invalid by Bidco.

For CREST nominees that operate pooled accounts, partial elections to receive Rollover Shares will be permitted provided that they are in respect of the total number of Scheme Shares in which the underlying Scheme Shareholder is interested. However, any underlying indirect owner who holds Scheme Shares through a nominee or similar arrangement, either in uncertificated form through CREST or in certificated form, and who wishes to elect for the Alternative Offer may need first to arrange with such nominee or similar registered holder for the transfer of such Scheme Shares into, and then make an election for the Alternative Offer in, its own name.

The Form of Election and the Scheme each include a power of attorney providing for the signing on behalf of Scheme Shareholders who elect for the Alternative Offer (in such form as Bidco may require) of any exchange agreement, transfer or other instrument or document deemed by Bidco (in its absolute discretion) to be necessary or desirable to implement the Alternative Offer as conditions of such election.

If you wish to receive cash for all the Scheme Shares that you hold at the Scheme Record Time and do not wish to make an election in respect of all the Scheme Shares you hold under the Alternative Offer, you are not required to return the green Form of Election or make a TTE Instruction electing for the Alternative Offer.

Restricted Shareholders will, pursuant to the Acquisition (to the extent it is being made into the jurisdiction in which they are resident or located), only be entitled to receive cash consideration for the Scheme Shares they hold in accordance with the terms of the Cash Offer, and they will not have the option of taking Rollover Shares under the Alternative Offer. Any purported election for the Alternative Offer by such Restricted Shareholders will be treated as invalid by Bidco. Overseas Shareholders should inform themselves about and observe any legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant territory.

4. Shareholder Helpline

If you have any questions about this Document, the Court Meeting or the General Meeting, or are in any doubt as to how to submit your proxies electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform or to complete the Forms of Proxy or Form of Election or to submit a TTE Instruction, please call FSFC's registrar, Computershare, on +44 (0) 370 707 1231. Lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Computershare cannot provide any financial, legal or tax advice, or provide advice on the merits of the Acquisition or the Scheme, and calls may be recorded and monitored for security and training purposes.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on FSFC's and Bidco's current expectations of the dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to FSFC Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange with such announcement being made available on FSFC's website at https://fsfc.foresightgroup.eu/offer-fsfc and, if required by the Panel, by posting notice of the change(s) to FSFC Shareholders.

Event	Time and/or date(1)
Publication of this Document	25 June 2024
Latest time for lodging Forms of Proxy or submitting proxy instructions online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform for the:
Court Meeting (blue form)	10.00 a.m. on 12 July 2024(2)
General Meeting (white form)	10.15 a.m. on 12 July 2024(3)
Voting Record Time for the Court Meeting and the General Meeting	6.30 p.m. on 12 July 2024(4)
Court Meeting	10.00 a.m. on 16 July 2024
General Meeting	10.15 a.m. on 16 July 2024(5)

The following dates and times associated with the Scheme are indicative only and are subject to change.(1)

Event	Time and/or date(1)
Election Return Time for the Form of Election (green form) or TTE Instruction in respect of the Alternative Offer and (if requested) KYC Information in a form satisfactory to Bidco	1.00 p.m. on 22 July 2024
Last day of dealings in FSFC Shares for normal settlement	25 July 2024
Court Sanction Hearing	26 July 2024
Last day for the registration of transfers of FSFC Shares	29 July 2024
Scheme Record Time	6.00 p.m. on 29 July 2024
Disablement in CREST of FSFC Shares	6.00 p.m. on 29 July 2024
Suspension of dealings in FSFC Shares	7.30 a.m. on 30 July 2024
Effective Date of the Scheme	30 July 2024
Cancellation of listing of FSFC Shares on the London Stock Exchange's main market for listed securities	By 8.00 a.m. on 31 July 2024

Latest date for despatch of cheques, making of electronic payments and crediting of CREST accounts for cash consideration due under the Cash Offer and despatch of share certificates in respect of the Alternative Offer Within 14 days of the Effective Date

Long Stop Date(6) 31 October 2024

Notes:

(1) The dates and times given are indicative only and are based on current expectations and are subject to change.

References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to FSFC Shareholders by announcement through a Regulatory Information Service.

(2) It is requested that blue Forms of Proxy for the Court Meeting be lodged by 10.00 a.m. on 12 July 2024 or, if the Court Meeting is adjourned, by no later than 48 hours prior to the time fixed for the adjourned Court Meeting (excluding any part of such 48 hour period falling on a non-working day in the UK). Blue Forms of Proxy not so lodged can be handed to the Chair of the Court Meeting (or Computershare on the Chair's behalf) at the start of the Court Meeting or any adjournment thereof.
(3) In order to be valid, white Forms of Proxy for the General Meeting must be received by Computershare by 10.15 a.m. on 12 July 2024 or, if the General Meeting is adjourned, 48 hours prior to the time appointed for the adjourned General Meeting (excluding any part of such 48 hour period falling on a non-working day in the UK). If the white Form of Proxy is not lodged by the relevant time, it will be invalid.
(4) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the day which is two Business Days prior to the date of the adjourned Meeting.
(5) Or as soon thereafter as the Court Meeting concludes or is adjourned.
(6) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date: (i) as may be agreed in writing by Bidco and FSFC (with the Panel's consent if required and (if required) as the Court may allow); or (ii) at the direction of the Panel under the Note on Section 3 of Appendix 7 to the Code.

PART I

LETTER FROM THE CHAIRMAN OF FSFC

Incorporated in England and Wales with registered number 13594181

Directors (all of whom are non-executive):

Richard Davidson (Non-executive Chairman) Foresight Sustainable Forestry Company plc Sarika Patel (Senior Independent Director) C/O Foresight Group Josephine Bush The Shard Christopher Sutton 32 London Bridge Street London United Kingdom SE1 9SG

25 June 2024

To the holders of FSFC Shares and, for information only, to persons with information rights

Dear Shareholder,

RECOMMENDED ACQUISITION OF FSFC BY BIDCO, A NEWLY FORMED VEHICLE, WHOLLY-OWNED, INDIRECTLY, BY AVERON PARK

1. Introduction

On 29 May 2024, the boards of directors of FSFC and Averon Park announced that they had reached agreement on the terms of a recommended acquisition, pursuant to which Bidco, a wholly-owned indirect subsidiary of Averon Park, will acquire the entire issued, and to be issued, ordinary share capital of FSFC that the Averon Park Group does not already own. It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

I am writing to you today, on behalf of the FSFC Directors, to set out the background to the Acquisition and the reasons why the FSFC Directors consider the terms of the Cash Offer to be fair and reasonable and are unanimously recommending that you vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution at the General Meeting, as the FSFC Directors irrevocably have undertaken to do in respect of their own beneficial holdings of FSFC Shares, which amount to, in aggregate, 244,000 Scheme Shares representing approximately 0.14 per cent. of the issued ordinary share capital of FSFC, and approximately 0.20 per cent. of the Scheme Voting Shares (being those Scheme Shares eligible to vote at the Court Meeting), in each case as at the Latest Practicable Date. I draw your attention to the letter from Stifel set out in Part II (Explanatory Statement) of this Document which gives further details about the Acquisition and to the additional information set out in Part IX (Additional information on FSFC, Bidco and Averon Park) and Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document. Further information relating to the irrevocable undertakings given by the FSFC Directors, including the circumstances in which they may lapse, is set out in paragraph 5 of this letter, and in paragraph 8 of Part IX (Additional information on FSFC, Bidco and Averon Park) of this Document.

In order to approve the terms of the Acquisition, the required majorities of Scheme Voting Shareholders will need to vote in favour of the Scheme at the Court Meeting and the required majority of FSFC Shareholders will need to vote in favour of the Special Resolution at the General Meeting. The Court Meeting and the General Meeting are to be held on 16 July 2024 at 10.00 a.m. and 10.15 a.m. respectively (or, in the case of the General Meeting, as soon thereafter as the Court Meeting concludes or is adjourned), at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London EC2V 6ET. In addition, the Scheme will require the subsequent sanction of the Court.

Details of the actions you should take are set out in paragraph 21 of Part II (Explanatory Statement) of this Document. The recommendation of the FSFC Directors is set out in paragraph 14 of this letter.

2. Summary of the terms of the Acquisition and the Scheme

The Acquisition will be implemented by the acquisition of the Scheme Shares by Bidco pursuant to a scheme of arrangement between FSFC and the Scheme Shareholders under Part 26 of the Companies Act.

Under the terms of the Acquisition, which is subject to the Conditions and further terms set out in Part III (Conditions to, and certain further terms of, the Acquisition and the Scheme) of this Document, each Scheme Shareholder at the Scheme Record Time will be entitled to receive:

for each Scheme Share: 97 pence in cash (the "Offer Price")

(the "Cash Offer")

The Offer Price represents:

l a premium of approximately 32.88 per cent. to the Closing Price of 73.0 pence per FSFC Share on 28 May 2024 (being the last Business Day before the commencement of the Offer Period);
l a premium of approximately 43.28 per cent. to the volume weighted average price of 67.7 pence per FSFC Share for the three-month period ended 28 May 2024 (being the last Business Day before the commencement of the Offer Period);
l a premium of approximately 44.24 per cent. to the volume weighted average price of 67.3 pence per FSFC Share for the six-month period ended 28 May 2024 (being the last Business Day before the commencement of the Offer Period); and
l a discount of approximately 5.09 per cent. to the 31 March 2024 NAV per FSFC Share of 102.2 pence.

The Cash Offer values the entire issued ordinary share capital of FSFC at approximately £167 million.

The Scheme Shares will be acquired by Bidco pursuant to the Acquisition fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights or interests of any nature attaching or accruing thereto, including (without limitation) voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) or any other return of capital or value (whether by way of reduction of share capital or share premium account or otherwise) declared, made or paid in respect of the Scheme Shares by reference to a record date falling on or after the Effective Date.

Alternative Offer

As an alternative to the Cash Offer, Scheme Shareholders (other than Restricted Shareholders) may elect (in respect of all, but not part only, of their holding of Scheme Shares) to receive, in lieu of the Cash Offer to which they would otherwise be entitled:

for each Scheme Share: one unlisted B ordinary share in the capital of Bidco (a "Rollover Share")

(the "Alternative Offer"),

subject to the terms and conditions of the Alternative Offer.

The maximum number of Rollover Shares available to be issued to eligible Scheme Shareholders under the Alternative Offer will be limited to, in aggregate, the equivalent of 24.99 per cent. of the Bidco Offer Shares (the "Alternative Offer Maximum"), and the availability of the Alternative Offer is conditional upon valid elections being made for such number of Rollover Shares which represent, in aggregate, at least 5 per cent. of the Bidco Offer Shares (the "Alternative Offer Minimum Threshold"), failing which it will lapse. In these circumstances, no Rollover Shares will be issued and the consideration payable in respect of each Scheme Share will be settled in cash in accordance with the terms of the Cash Offer.

Upon the Scheme becoming Effective, Scheme Shareholders who have not validly elected for the Alternative Offer will automatically receive the Cash Offer in respect of their entire holding of Scheme Shares.

Further details of the Alternative Offer and the Rollover Shares, and how to make an Alternative Offer Election, are set out in paragraph 9 of this letter, paragraphs 10 to 12 of Part II (Explanatory Statement), Part X (Additional information on the Averon Park Group and the Bidco Shares) and Part XI (How to make an election for the Alternative Offer) of this Document.

Right to switch to Takeover Offer

Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent).

Further information about the Acquisition is provided in Part II (Explanatory Statement) of this Document.

3. Background to, and reasons for, the FSFC Directors' recommendation of the Cash Offer

FSFC is the first and only UK listed investment trust investing in a diversified portfolio of UK forestry and afforestation assets, targeting attractive risk-adjusted total returns of CPI + 5 per cent. per annum through a combination of land appreciation, sustainable timber and carbon credit sales. FSFC's diverse portfolio encompassed 12,654 hectares of land and comprised 69 forestry and afforestation assets in the UK as at 31 March 2024. On 10 May 2024, FSFC announced a NAV per Share of 102.2 pence as at 31 March 2024. In addition, FSFC announced that between 31 March 2024 and 10 May 2024, FSFC planted an additional c.650,000 trees at four afforestation properties, which is expected to result in a further £2.1 million (or 1.2 pence per FSFC Share) of net portfolio value gains.

In arriving at their recommendation, the FSFC Directors have factored in, and remain confident that, FSFC's high-quality portfolio, investment management platform and pipeline provide a foundation for continued growth and sustainable risk-adjusted returns. However, the FSFC Directors believe that neither these attributes nor the attractive underlying sector dynamics, have been reflected in the current FSFC Share price, with a significant de-rating experienced over the last year exacerbated by the inflationary and higher interest rate environment. As a consequence of the FSFC Shares trading at a material and persistent discount to the NAV per Share over the past 12 months, FSFC has not been able to issue new FSFC Shares in order to achieve more meaningful scale and greater liquidity due to the material NAV per Share dilution that would result from issuing shares at a discount to the NAV per Share. As a result, access to capital to pursue more accretive and more environmentally transformative afforestation activities has been severely constrained. FSFC is restricted in undertaking these activities and in its ability to make new acquisitions, and is, therefore, reliant on its revolving credit facility of £30 million, of which £18.3 million was drawn as at 31 March 2024.

Furthermore, the subscale nature of FSFC within the alternatives UK investment trust universe has resulted in a lack of buyers in the secondary market whose demand could, otherwise, re-rate the FSFC Shares and provide trading liquidity.

The FSFC Directors do not foresee FSFC's discount to the NAV per Share narrowing within a reasonable time frame, given the following countervailing factors:

l the wider market situation in which the vast majority of the UK investment trust sector is trading at a discount to NAV;
l the reluctance of investors to make new capital allocations (across the board but particularly to subscale funds investing in alternative assets);
l the wealth of opportunities available for total returns and/or capital gains from competing funds, including private funds, and asset classes; and
l the uncertain macroeconomic outlook.

Consequently, whilst the FSFC Directors remain confident in the standalone prospects for FSFC, it was against this background that the FSFC Directors received an unsolicited offer from Averon Park on 20 February 2024 which the FSFC Directors initially rejected. Following a period of negotiations, the FSFC Directors believe the Cash Offer provides an opportunity for all Scheme Shareholders to realise the entirety of their Scheme Shares in cash, and at a significant premium to the FSFC share price as at the last Business Day before the commencement of the Offer Period. In addition, the FSFC Directors believe that the certainty of execution and acceleration of value crystallisation, whilst eliminating the associated uncertainties, is beneficial to Scheme Shareholders and is in excess of the reasonable medium-term prospects for FSFC on a standalone basis.

In considering the merits of the Cash Offer, the FSFC Directors have taken into account that the Offer Price of 97 pence represents a significant premium of approximately:

l 32.88 per cent. to the Closing Price of 73.0 pence per FSFC Share on 28 May 2024 (being the last Business Day before the commencement of the Offer Period);
l 43.28 per cent. to the volume weighted average price of 67.7 pence per FSFC Share for the three-month period ended 28 May 2024 (being the last Business Day before the commencement of the Offer Period); and
l 44.24 per cent. to the volume weighted average price of 67.3 pence per FSFC Share for the six-month period ended 28 May 2024 (being the last Business Day before the commencement of the Offer Period).

In addition, the FSFC Directors have given due consideration to Averon Park's strategic rationale for the Acquisition and intentions with regard to the business of FSFC as set out in paragraphs 4 and 6 of this letter respectively.

4. Strategic rationale for the Acquisition

The Averon Park Board believes that forestry represents an attractive asset class to diversify investors' portfolios, protect against inflation and offers an opportunity to benefit from trends in favour of home-grown timber production. Alongside these benefits, forestry provides significant environmental and social benefits that are important in their own right and appeal to many investors.

Averon Park is a long-term private investor, with a diverse portfolio of investments in sustainable infrastructure and real asset backed businesses held in a non-listed fund. Averon Park has significant experience in the specialised UK forestry sector as it is already a substantial investor in forestry, agriculture and sustainable land assets, having invested in forestry assets since 2020 and currently owning 7,292 hectares of UK forests in addition to its indirect holding in FSFC.

Although the Averon Park Board is pleased by the progress made by FSFC so far under the management of the Investment Manager, it believes that the long-term potential for FSFC and its assets to deliver on its investment objective is not reflected in the FSFC Share price. This, coupled with the adverse market backdrop affecting FSFC and many other alternative funds in the UK investment trust sector, has resulted in FSFC trading at a significant and persistent discount to its NAV per Share over the past 12 months. The Averon Park Board believes that there can be no certainty or expectation that this discount can be materially reduced or for the FSFC Share price to exceed the Offer Price in the medium term.

In addition, the persistent discount to the NAV per Share at which the FSFC Shares have traded since June 2023 has prevented FSFC from raising further capital to continue its growth as a publicly traded company and improve liquidity for investors. The Averon Park Board wishes to allocate further capital of Averon Park to UK forestry and afforestation assets and believes that FSFC will be better able to achieve its growth aspirations with better access to capital as a private vehicle, and thereby deliver its environmental potential.

Blackmead, a wholly-owned direct subsidiary of Averon Park which holds the majority of Averon Park's assets, is a highly experienced investor in UK forestry and is well placed to support the FSFC portfolio, having managed some of FSFC's assets prior to FSFC's IPO, in its next phase of growth. Blackmead holds 51,003,762 FSFC Shares, representing approximately 29.64 per cent. of FSFC's issued ordinary share capital, as at the Latest Practicable Date and, as at the date of this Document, is the direct parent of Bidco.

The Averon Park Board believes that the investment management team at the Investment Manager has managed the assets well, despite the constraints of the public markets. As such, Averon Park intends to continue FSFC's focus on sustainable timber supply, carbon sequestration, the protection and enhancement of biodiversity and natural capital land management under the management of FSFC's current portfolio managers.

The Averon Park Board considers that the Cash Offer provides a compelling liquidity opportunity for all independent FSFC Shareholders at a material premium to the FSFC Share price as at the last Business Day before the commencement of the Offer Period. Alongside this, the Alternative Offer allows eligible Scheme Shareholders the opportunity to retain exposure to the FSFC portfolio through the Rollover Shares.

5. Irrevocable undertakings and letters of intent

These irrevocable undertakings and indications of support comprise irrevocable undertakings in respect of 8,344,000 FSFC Shares representing, in aggregate, approximately 4.85 per cent. of the issued ordinary share capital of FSFC and approximately 6.89 per cent. of the Scheme Voting Shares, and non-binding letters of intent in respect of 24,192,971 FSFC Shares representing, in aggregate, approximately 14.06 per cent. of the issued ordinary share capital of FSFC and approximately 19.99 per cent. of the Scheme Voting Shares, in each case as at the Latest Practicable Date.

The irrevocable undertakings include irrevocable undertakings received from each of the FSFC Directors to vote (or procure the vote): (i) in favour of the Scheme at the Court Meeting; and (ii) in favour of the Special Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of their entire beneficial holding of Scheme Shares. In aggregate, this represents 244,000 FSFC Shares, being approximately 0.14 per cent. of the issued share capital of FSFC and approximately 0.20 per cent. of the Scheme Voting Shares, in each case as at the Latest Practicable Date. The undertakings from the FSFC Directors will remain binding in the event that a higher competing offer for FSFC is made. None of the FSFC Directors has irrevocably undertaken to elect for the Alternative Offer.

The irrevocable undertakings and indications of support also include an irrevocable undertaking received from Greenbank and non-binding letters of intent from Aviva Investors and Cantor Fitzgerald Ireland Limited, in each case to vote (or to procure the vote): (i) in favour of the Scheme at the Court Meeting, and (ii) in favour of the Special Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer). The irrevocable undertaking from Greenbank represents 8,100,000 FSFC Shares, being approximately 4.71 per cent. of the issued share capital of FSFC and approximately 6.69 per cent. of the Scheme Voting Shares, in each case as at the Latest Practicable Date. The non-binding letters of intent represent, in aggregate, 24,192,971 FSFC Shares, being approximately 14.06 per cent. of the issued share capital of FSFC and approximately 19.99 per cent. of the Scheme Voting Shares, in each case as at the Latest Practicable Date.

Further details of these irrevocable undertakings (including the circumstances in which they will lapse and cease to be binding) and the non-binding letters of intent are set out in paragraph 8 of Part IX (Additional information on FSFC, Bidco and Averon Park) of this Document. Copies of the irrevocable undertakings and the non-binding letters of intent are available on FSFC's website at https://fsfc.foresightgroup.eu/offer-fsfc and will remain on display until the end of the Offer Period.

6. Intentions with regard to the business of FSFC

Investment strategy

Averon Park is committed to forestry as an asset class and wishes to continue to invest in it following implementation of the Acquisition, having invested in forestry assets since 2020 and currently owning 7,292 hectares of UK forestry in addition to its indirect holding in FSFC.

Averon Park intends to continue FSFC's stated strategy, most notably its commitment to continued investment in afforestation schemes and the ongoing creation and value realisation from nature restoration carbon credits.

From the Effective Date, Averon Park therefore expects to continue FSFC's stated strategy and invest in UK forestry, afforestation and natural capital with a view to generating attractive risk-adjusted total returns through land appreciation and sustainable timber and carbon credit sales. FSFC's focus on sustainable timber supply, carbon sequestration, the protection and enhancement of biodiversity and natural capital land management will be continued under the management of its current portfolio managers.

Over time, Averon Park will seek to build on FSFC's legacy and create a significant portfolio of sustainably managed forestry and afforestation assets, consistent with its current business plan.

Board composition and governance arrangements

The Averon Park Board intends to delist FSFC immediately following the Effective Date. Consequently, FSFC will not require listed company governance structures following the Effective Date, and it is intended that each of the FSFC Directors will step down from the FSFC Board and its subsidiaries (as applicable) upon the Effective Date.

Employees

As an externally managed UK investment trust, FSFC does not have any employees and, therefore, does not operate any pension schemes, nor does it have any arrangements in place for any employee involvement in its capital. However, FSFC's indirect subsidiary, Fordie Estates Limited employs a staff of four in operational roles. Averon Park recognises that such employees will continue to be an important factor in maximising the success of Fordie Estates Limited and does not expect or intend for the Acquisition to have any impact on their continued employment.

Were Averon Park to consider any such changes, it intends to consult with relevant FSFC Group employees and employee representatives (as applicable) as required by applicable law.

In addition, it is intended that ongoing operational transactions, contractual arrangements and other operational matters will progress on a business-as-usual basis during the Offer Period and once completion of the Acquisition has taken place.

Fixed assets, research and development

FSFC's registered office at The Shard, 32 London Bridge, London SE1 9SG is provided by the Investment Manager and its portfolio is managed by Robert Guest and Richard Kelly from this office and from the Investment Manager's Edinburgh office at Clarence House, 131-135 George Street, Edinburgh EH2 4JS. Together, these are FSFC's principal places of business. As FSFC does not have any employees, it does not consider itself to have a headquarters.

FSFC's fixed assets are represented by its investment portfolio of forestry assets. FSFC does not have a research and development function.

Investment management arrangements

On the Effective Date, the alternative investment fund management agreement between FSFC and the Investment Manager (the "Investment Management Agreement") will be terminated, and FSFC will enter into a new investment management agreement with the Investment Manager (the "New Investment Management Agreement"). The New Investment Management Agreement will be on similar terms to the current Investment Management Agreement, save that certain terms will be changed so as to reflect FSFC being in private ownership as opposed to having its ordinary shares listed on the Official List and traded on the London Stock Exchange's main market for listed securities, and certain other consequential changes.

In particular, it has been agreed between Averon Park, FSFC and the Investment Manager that, pursuant to the New Investment Management Agreement, the Investment Manager will continue to have responsibility to act as portfolio manager to FSFC and also to provide FSFC with administration and company secretarial services. The Investment Manager will be required to manage the FSFC portfolio with the due skill and care as is to be expected of a competent and prudent investment manager and administrator qualified and experienced in managing a portfolio of assets of a comparable nature, size and scope and complexity to FSFC's portfolio, and as consideration for providing such services, the Investment Manager will be entitled to a fee, to be paid quarterly and in arrears, based on the latest NAV of FSFC at a rate of 0.85 per cent. per annum of such NAV. A separate administration services fee, in such amount as may be agreed from time to time, will also be payable. The New Investment Management Agreement will be terminable by either FSFC or the Investment Manager on six months' written notice, and immediately by notice by the non-defaulting party for cause in certain specified situations, including a material breach of the New Investment Management Agreement or in certain insolvency scenarios, subject to the appropriate opportunity of the defaulting party to cure such material breach.

Following the Effective Date, and in accordance with the terms of the New Investment Management Agreement, Robert Guest and Richard Kelly will remain the principal individuals at the Investment Manager responsible for managing the FSFC portfolio. The Averon Park Board attaches great importance to the skills and experience of Robert and Richard and believes they will be a key factor in maximising the success of FSFC following the Effective Date. Robert and Richard will be supported in their roles as co-lead portfolio managers by such of the Investment Manager's staff as is deemed necessary from time to time.

Listing and trading facilities

FSFC Shares are currently listed on the Official List and admitted to trading on the London Stock Exchange's main market for listed securities. Dealings in, and registration of transfers of, FSFC Shares (other than the registration of the transfer of the Scheme Shares to Bidco pursuant to the Scheme) will be suspended shortly before the Effective Date. Applications will be made to the London Stock Exchange to cancel trading in the FSFC Shares on the London Stock Exchange's main market for listed securities, and to the FCA to cancel the listing of the FSFC Shares on the Official List, in each case with effect shortly following the Effective Date. Further details about the suspension of dealings in, and registration of transfers of, FSFC Shares and of the de-listing and cancellation of trading of the FSFC Shares can be found in paragraph 16 of Part II (Explanatory Statement) of this Document.

No "post offer undertakings"

No statements in this paragraph 6 are "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

7. Current trading

Earlier today, FSFC published its interim report and unaudited financial statements for the six months ended 31 March 2024, which can be accessed on FSFC's website at https://fsfc.foresightgroup.eu/shareholdercentre.

Update since 31 March 2024

As stated in FSFC's interim report and unaudited financial statements for the six months ended 31 March 2024, between 31 March 2024 and 10 May 2024, FSFC planted an additional c.650,000 trees at four afforestation properties.

8. Dividends

If, on or after the Announcement Date and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the FSFC Shares, Bidco reserves the right to reduce the consideration for the Scheme Shares due under the terms of the Cash Offer (and, as the case may be, the consideration for the Scheme Shares due under the Alternative Offer) under the terms of the Acquisition by an amount up to the amount of such dividend and/or other distribution and/or other return of capital or value (provided that, to the extent that such dividend or distribution or other return of capital or value is cancelled, the consideration shall not be subject to change). In such circumstances, Scheme Shareholders will be entitled to receive and retain any such dividend, distribution and/or other return of capital or value and any reference in this Document to the consideration payable under the terms of the Cash Offer (or consideration due under the Alternative Offer) will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph 8 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition.

9. Alternative Offer and the Rollover Shares

Under the Alternative Offer, Scheme Shareholders (other than Restricted Shareholders) may elect (in respect of all, but not part only, of their holding of Scheme Shares) to receive, in lieu of the Cash Offer to which they would otherwise be entitled:

for each Scheme Share: 1 Rollover Share,

subject to the terms and conditions of the Alternative Offer.

The maximum number of Rollover Shares available to be issued to eligible Scheme Shareholders under the Alternative Offer will be limited to, in aggregate, the Alternative Offer Maximum.

If elections are validly received from eligible Scheme Shareholders in respect of a number of Scheme Shares that would require the issue of Rollover Shares exceeding the Alternative Offer Maximum, such elections will be unable to be satisfied in full. In these circumstances, the number of Rollover Shares to be issued to each eligible Scheme Shareholder who has validly elected for the Alternative Offer will be reduced on a pro rata basis, and the consideration for each Scheme Share that is not exchanged for a Rollover Share will be paid in cash in accordance with the terms of the Cash Offer.

Any fractional entitlements to Rollover Shares under the Alternative Offer will be rounded down to the nearest whole number of Rollover Shares per eligible Scheme Shareholder. Fractional entitlements to Rollover Shares will not be allotted or issued to such Scheme Shareholders, and will be disregarded, and the consideration for each applicable Scheme Share will be paid in cash in accordance with the terms of the Cash Offer.

The availability of the Alternative Offer is conditional upon valid elections being made for such number of Rollover Shares which represent, in aggregate, the Alternative Offer Minimum Threshold, failing which it will lapse. In these circumstances, no Rollover Shares will be issued and the consideration payable in respect of each Scheme Share will be settled in cash in accordance with the terms of the Cash Offer.

The Rollover Shares will be unlisted and will not be admitted to trading on any stock exchange or market for the trading of securities.

The Alternative Offer is not being offered, and Rollover Shares are not being sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction (and so Scheme Shareholders in such jurisdictions will not be eligible to elect for the Alternative Offer) or to any Restricted Shareholder, and individual acceptances of the Alternative Offer will only be valid if all regulatory approvals required for such Scheme Shareholder to acquire the Rollover Shares have been obtained, and satisfactory KYC Information has been delivered to Bidco or its agent by no later than the Election Return Time (if requested). Further details in relation to Overseas Shareholders is contained in Part VIII (Additional information for Overseas Shareholders) of this Document.

The Rollover Shares will be allotted and issued credited as fully paid and will rank economically pari passu in all respects with the Bidco A Ordinary Shares to be issued to Blackmead pursuant to (or in connection with) the Acquisition (including the Bidco A Ordinary Share held by Blackmead as at the date of this Document) at the time the Rollover Shares are allotted and issued, including the right to receive and retain any dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date.

The Rollover Shares have been independently valued by Singer Capital Markets (in its capacity as financial adviser to Bidco, Blackmead and Averon Park) and an estimate of the range of values that may be attributed to a Rollover Share (together with the assumptions, qualifications and caveats forming the basis of such estimate of values) is set out in Part XII (Rule 24.11 Estimate of Value Letter) of this Document.

The FSFC Directors are not making any recommendation to holders of FSFC Shares in relation to the Alternative Offer.

Further details of the Alternative Offer and the Rollover Shares, and how to make an Alternative Offer Election, are set out in paragraphs 10 to 12 of Part II (Explanatory Statement), Part X (Additional information on the Averon Park Group and the Bidco Shares) and Part XI (How to make an election for the Alternative Offer) of this Document.

10. Valuations

In keeping with FSFC's usual practice, the market value of FSFC's portfolio of forestry and afforestation assets was independently valued by Savills as at 31 March 2024 at approximately £179.8 million, and such valuation is set out in Part VI (Rule 29 Valuation Report) of this Document, in accordance with the requirements of Rule 29 of the Code.

11. Action to be taken by FSFC Shareholders and Scheme Shareholders

Details of the approvals being sought at the Court Meeting and the General Meeting and the action to be taken by Scheme Voting Shareholders, FSFC Shareholders and Scheme Shareholders (as relevant) in respect of the Acquisition and the Scheme are set out in paragraphs 13 and 21 of Part II (Explanatory Statement) of this Document.

Details relating to the de-listing of the FSFC Shares and settlement of the consideration offered by Bidco are included in paragraphs 16 and 17 respectively of Part II (Explanatory Statement) of this Document.

12. Overseas Shareholders

Overseas Shareholders should refer to Part VIII (Additional information for Overseas Shareholders) of this Document, which contains important information relevant to such holders.

13. United Kingdom taxation

Your attention is drawn to Part VII (United Kingdom taxation) and Part VIII (Additional information for Overseas Shareholders) of this Document, which contain a summary of limited aspects of the UK tax treatment of the Scheme. This summary relates only to the position of certain categories of FSFC Shareholders (as explained further in Part VII (United Kingdom taxation) and Part VIII (Additional information for Overseas Shareholders) of this Document), does not constitute tax advice and does not purport to be a complete analysis of all potential UK tax consequences of the Scheme.

You are strongly advised to contact an appropriate independent professional adviser immediately to discuss the tax consequences of the Scheme in respect of your particular circumstances, in particular if you are in any doubt about your own taxation position or you are subject to taxation in a jurisdiction other than the United Kingdom.

14. Recommendation

The FSFC Directors, who have been so advised by Stifel as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its advice to the FSFC Directors, Stifel has taken into account the commercial assessments of the FSFC Directors. Stifel is providing independent financial advice to the FSFC Directors for the purposes of Rule 3 of the Code.

In considering the terms of the Alternative Offer, Stifel and the FSFC Directors have considered the details of the Alternative Offer and the Rollover Shares set out in paragraphs 10 to 12 of Part II (Explanatory Statement) of this Document, including the disadvantages and advantages of the Alternative Offer set out therein, and in Part X (Additional information on the Averon Park Group and the Bidco Shares) and Part XI (How to make an election for the Alternative Offer) of this Document.

Stifel is unable to advise the FSFC Directors as to whether or not the financial terms of the Alternative Offer are fair and reasonable. This is because Stifel has not had any involvement in the development and validation of any financial projections for Bidco. As a result, Stifel is unable to assess any plans Bidco may have for the development of FSFC to the degree necessary to form an assessment of the value of the Alternative Offer. Stifel also notes the significant and variable impact that the disadvantages and advantages of the Alternative Offer may have for individual eligible Scheme Shareholders.

Accordingly, the FSFC Directors are unable to form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to eligible Scheme Shareholders as to whether or not they should elect for the Alternative Offer. Eligible Scheme Shareholders are encouraged to take into account the key disadvantages and advantages in relation to the Alternative Offer and the risk factors and other investment considerations in relation to the Alternative Offer outlined in paragraphs 10 and 12 respectively of Part II (Explanatory Statement) of this Document when deciding whether or not to elect for the Alternative Offer (subject to their satisfying the eligibility criteria set out in paragraph 10 of Part II (Explanatory Statement), Part X (Additional information on the Averon Park Group and the Bidco Shares) and Part XI (How to make an election for the Alternative Offer) of this Document).

The FSFC Directors believe that the Acquisition (including the Scheme) is in the best interests of FSFC Shareholders as a whole and unanimously recommend that the Scheme Voting Shareholders vote in favour of the Scheme at the Court Meeting and FSFC Shareholders vote in favour of the Special Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as they have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 244,000 FSFC Shares (representing, in aggregate, approximately 0.14 per cent. of the issued ordinary share capital of FSFC and approximately 0.20 per cent. of the Scheme Voting Shares (being those Scheme Shares eligible to vote at the Court Meeting), in each case as at the Latest Practicable Date).

None of the FSFC Directors intend to elect for the Alternative Offer in respect of their own holdings of FSFC Shares.

The FSFC Directors consider that, in deciding whether or not to elect for the Alternative Offer, eligible Scheme Shareholders should take their own independent advice and consider carefully the disadvantages and advantages of electing for the Alternative Offer and the risk factors and other investment considerations in relation to the Alternative Offer (including, but not limited to, those set out in paragraphs 10 and 12 respectively of Part II (Explanatory Statement) of this Document) in the light of their own financial circumstances and investment objectives.

Scheme Shareholders should also ascertain whether acquiring or holding Rollover Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether Rollover Shares are a suitable investment in the light of their own personal circumstances. Scheme Shareholders are, therefore, strongly recommended to seek their own independent financial, tax and legal advice in the light of their own particular circumstances and investment objectives before deciding whether to elect for the Alternative Offer. Any decision to elect for the Alternative Offer should be based on independent financial, tax and legal advice and full consideration of the information in this Document.

15. Further information

Your attention is drawn to the further information contained in Part II (Explanatory Statement), Part III (Conditions to, and certain further terms of, the Acquisition and the Scheme), Part IV (The Scheme of Arrangement), Part IX (Additional information on FSFC, Bidco and Averon Park), Part X (Additional information on the Averon Park Group and the Bidco Shares), Part XI (How to make an election for the Alternative Offer), Part XIV (Notice of Court Meeting) and Part XV (Notice of General Meeting) of this Document.

You are advised to read the whole of this Document and the accompanying Forms of Proxy and (where relevant) the Form of Election and not just rely on the summary information contained in this letter or the Explanatory Statement.

Yours faithfully,

Richard Davidson

Chairman

Foresight Sustainable Forestry Company plc

PART II

EXPLANATORY STATEMENT

(in compliance with section 897 of the Companies Act 2006)

25 June 2024

To the holders of FSFC Shares and, for information only, to persons with information rights

Dear Shareholder,

RECOMMENDED ACQUISITION OF FSFC BY BIDCO, A NEWLY FORMED VEHICLE, WHOLLY-OWNED, INDIRECTLY, BY AVERON PARK

1. Introduction

On 29 May 2024, the boards of directors of FSFC and Averon Park announced that they had reached agreement on the terms of a recommended acquisition, pursuant to which Bidco, a wholly-owned indirect subsidiary of Averon Park, will acquire the entire issued, and to be issued, ordinary share capital of FSFC that the Averon Park Group does not already own, as described below. It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

The Scheme requires, among other things, the approval of Scheme Voting Shareholders at the Court Meeting and FSFC Shareholders at the General Meeting as well as the sanction of the Court.

Your attention is drawn to the letter from the Chairman of FSFC set out in Part I (Letter from the Chairman of FSFC) of this Document, which forms part of this Explanatory Statement. The letter contains, among other things: (i) the unanimous recommendation by the FSFC Directors to Scheme Voting Shareholders and FSFC Shareholders to vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting, respectively; (ii) information on the background to, and reasons for, the FSFC Directors giving their unanimous recommendation; (iii) information on the strategic rationale for the Acquisition; and (iv) the intentions of Bidco and Averon Park for the business of FSFC following the Effective Date.

The FSFC Directors have been advised by Stifel in connection with the Acquisition and the Scheme. Stifel is providing independent financial advice to the FSFC Directors for the purposes of Rule 3 of the Code. Stifel has been authorised by the FSFC Directors to write to you to explain the terms of the Acquisition and the Scheme and to provide you with other relevant information.

This Explanatory Statement contains a summary of the provisions of the Scheme. The Scheme is set out in full in Part IV (The Scheme of Arrangement) of this Document. Your attention is also drawn to the other parts of this Document, which are deemed to form part of this Explanatory Statement, including Part I (Letter from the Chairman of FSFC), the Conditions to, and certain further terms of, the Acquisition and the Scheme set out in Part III (Conditions to, and further terms of, the Acquisition and the Scheme) and the additional information set out in Part IX (Additional information on FSFC, Bidco and Averon Park) and Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document. For Overseas Shareholders, your attention is drawn to Part VIII (Additional information for Overseas Shareholders) of this Document, which forms part of this Explanatory Statement.

Statements made or referred to in this Explanatory Statement regarding Bidco's and/or Averon Park's strategic rationale for the Acquisition, information concerning the business of Bidco and/or the Averon Park Group, the financial effects of the Acquisition on Bidco and/or intentions or expectations of or concerning Bidco and/or Averon Park reflect the views of the Bidco Director and the Averon Park Directors (whose names are set out in paragraphs 1.2 and 1.3 of Part IX (Additional information on FSFC, Bidco and Averon Park) of this Document, respectively).

Statements made or referred to in this Explanatory Statement regarding the background to and reasons for the recommendation of the FSFC Directors, information concerning the business of the FSFC Group and/or intentions or expectations of or concerning the FSFC Group prior to completion of the Acquisition reflect the views of the FSFC Directors.

2. Summary of the terms of the Acquisition and the Scheme

The Acquisition will be implemented by the acquisition of the Scheme Shares by Bidco pursuant to a scheme of arrangement between FSFC and the Scheme Shareholders under Part 26 of the Companies Act.

for each Scheme Share: 97 pence in cash (the "Offer Price") (the "Cash Offer")

The Offer Price represents:

l a premium of approximately 32.88 per cent. to the Closing Price of 73.0 pence per FSFC Share on 28 May 2024 (being the last Business Day before the commencement of the Offer Period);
l a premium of approximately 43.28 per cent. to the volume weighted average price of 67.7 pence per FSFC Share for the three-month period ended 28 May 2024 (being the last Business Day before the commencement of the Offer Period);
l a premium of approximately 44.24 per cent. to the volume weighted average price of 67.3 pence per FSFC Share for the six-month period ended 28 May 2024 (being the last Business Day before the commencement of the Offer Period); and
l a discount of approximately 5.09 per cent. to the 31 March 2024 NAV per FSFC Share of 102.2 pence.

The Cash Offer values the entire issued ordinary share capital of FSFC at approximately £167 million.

If, on or after the Announcement Date and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the FSFC Shares, Bidco reserves the right to reduce the consideration for the Scheme Shares due under the terms of the Cash Offer (and, as the case may be, the consideration for the Scheme Shares due under the Alternative Offer) under the terms of the Acquisition by an amount up to the amount of such dividend and/or other distribution and/or other return of capital or value (provided that, to the extent that such dividend or distribution or other return of capital or value is cancelled, the consideration shall not be subject to change). In such circumstances, Scheme Shareholders will be entitled to receive and retain any such dividend, distribution and/or other return of capital or value and any reference in this Document to the consideration payable under the terms of the Cash Offer (or consideration due under the Alternative Offer) will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph 2 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition.

Alternative Offer

for each Scheme Share: one unlisted B ordinary share in the capital of Bidco (a "Rollover Share") (the "Alternative Offer"),

subject to the terms and conditions of the Alternative Offer.

The availability of the Alternative Offer is conditional upon valid elections being made for such number of Rollover Shares which represent, in aggregate, at least 5 per cent. of the Bidco Offer Shares, failing which it will lapse. In these circumstances, no Rollover Shares will be issued and the consideration payable in respect of each Scheme Share will be settled in cash in accordance with the terms of the Cash Offer.

The Rollover Shares will be unlisted and will not be admitted to trading on any stock exchange or market for the trading of securities.

For CREST nominees that operate pooled accounts, partial elections to receive Rollover Shares will be permitted provided they are in respect of the total number of Scheme Shares in which the underlying beneficial shareholder is interested. However, any underlying indirect owner who holds Scheme Shares through a nominee or similar arrangement, either in uncertificated form through CREST or in certificated form, and who wishes to elect for the Alternative Offer may need first to arrange with such nominee or similar registered holder for the transfer of such Scheme Shares into, and then make an election for the Alternative Offer in, its own name.

Further details of the eligibility criteria for the Alternative Offer are set out in paragraph 10 of this Part II (Explanatory Statement), Part X (Additional information on the Averon Park Group and the Bidco Shares) and Part XI (How to make an election for the Alternative Offer) of this Document.

The FSFC Directors are not making any recommendation to holders of FSFC Shares in relation to the Alternative Offer.

Further details of the Rollover Shares are set out in paragraph 10 of this Part II (Explanatory Statement) and Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document. Further details of how to make an Alternative Offer Election are set out in Part XI (How to make an election for the Alternative Offer) of this Document.

Right to switch to Takeover Offer

Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent).

3. Background to, and reasons for, the recommendation of the Cash Offer

Information relating to the background to, and reasons for, the FSFC Directors' recommendation of the Cash Offer is set out in paragraph 3 of Part I (Letter from the Chairman of FSFC) of this Document.

Bidco has received irrevocable undertakings and indications of support for the Acquisition from FSFC Shareholders in respect of 32,536,971 FSFC Shares representing, in aggregate, approximately 18.91 per cent. of the issued ordinary share capital of FSFC and approximately 26.88 per cent. of the Scheme Voting Shares (being those Scheme Shares eligible to vote at the Court Meeting), in each case as at the Latest Practicable Date. These irrevocable undertakings and indications of support comprise irrevocable undertakings in respect of 8,344,000 FSFC Shares representing, in aggregate, approximately 4.85 per cent. of the issued ordinary share capital of FSFC and approximately 6.89 per cent. of the Scheme Voting Shares, and non-binding letters of intent in respect of 24,192,971 FSFC Shares representing, in aggregate, approximately 14.06 per cent. of the issued ordinary share capital of FSFC and approximately 19.99 per cent. of the Scheme Voting Shares, in each case as at the Latest Practicable Date.

4. Information on FSFC

FSFC is an investment company externally managed by the Investment Manager. FSFC invests in a diversified portfolio of UK forestry and afforestation assets. Targeting a net total return of more than CPI + 5 per cent. per annum, FSFC provides investors with the opportunity for real returns and capital appreciation driven by: the prevailing global imbalance between supply and demand for timber; the inflation-protection qualities of UK land freeholds; and biological tree growth, which is not correlated to financial markets.

FSFC also offers outstanding sustainability and ESG attributes and access to carbon units related to carbon sequestration from new afforestation planting. FSFC targets value creation as the afforestation projects successfully achieve milestones in the process of converting marginal livestock farmland and open ground into established commercial forest and woodland areas. FSFC seeks to make a direct contribution in the fight against climate change through forestry and afforestation carbon sequestration initiatives and to protect and enhance biodiversity and natural capital value across its portfolio.

As at 31 March 2024, FSFC's portfolio encompassed 12,654 hectares of land and comprised 69 forestry and afforestation assets in the UK. A valuation in respect of FSFC's portfolio as at 31 March 2024 prepared in accordance with Rule 29 of the Code is set out in Part VI (Rule 29 Valuation Report) of this Document.

5. Information on the Averon Park Group

Bidco is a private company limited by shares incorporated and registered in England and Wales on 20 May 2024 with company number 15730327. Bidco's registered office is at C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG. Bidco is an indirectly wholly-owned subsidiary of Averon Park and was formed for the purpose of implementing the Acquisition. Bidco has not traded or entered into any obligations other than in connection with the Acquisition. Bidco has not paid any dividends or prepared any historical financial statements. In the event that the Scheme becomes Effective, FSFC will represent all or substantially all of the earnings, assets and liabilities of Bidco, save for the liabilities incurred in connection with the Acquisition (if any).

At the date of this Document, Bidco is a wholly-owned direct subsidiary of Blackmead. Blackmead is a private company limited by shares incorporated and registered in England and Wales on 7 March 2014 with company number 08928992 and is a wholly-owned direct subsidiary of Averon Park.

Gary Fraser (chairman of the Averon Park Board) is the sole director of Bidco and will remain the sole director of Bidco in the event that the Scheme becomes Effective.

Averon Park is the ultimate holding company of Bidco, and its principal activity is to provide finance for unquoted trading companies in which it has an equity stake, and which are backed predominately by infrastructure assets with a low risk profile and where capital preservation is key. The directors of Averon Park are Gary Fraser, Graham Ross Russell (independent non-executive director), Peter Dicks (independent non-executive director) and Simon Jamieson (independent non-executive director). Blackmead is a whollyowned direct subsidiary of Averon Park which holds the majority of Averon Park's assets, including 51,003,762 FSFC Shares, representing approximately 29.64 per cent. of FSFC's issued ordinary share capital, as at the Latest Practicable Date. The issued ordinary share capital of Averon Park is held by Foresight Fund Managers Limited as nominee for the underlying beneficial investors in Averon Park, which comprise approximately 9,000 investors. Foresight Fund Managers Limited is an indirect subsidiary of Foresight Group Holdings Limited, the London Stock Exchange-listed ultimate parent company of the Investment Manager.

The Investment Manager acts as discretionary investment manager to Averon Park and also provides (or procures the provision of) company secretarial, administration and custodian services to Averon Park. The Investment Manager also acts as alternative investment fund manager and provides company secretarial and administration services to FSFC.

6. Information on the Investment Manager's group

The Investment Manager's ultimate parent company is Foresight Group Holdings Limited, a Guernsey company whose ordinary shares are admitted to trading on the London Stock Exchange's main market for listed securities and which is a constituent of the FTSE 250 index. The Investment Manager was founded in 1984 and is an infrastructure and private equity investment manager, operating in the UK and across Europe and Australia with £11.9 billion of assets under management as at 31 March 2024.

7. Financial effects of the Acquisition on Bidco

Bidco has no material assets or liabilities other than those described in this Document in connection with its incorporation and the Acquisition. With effect from the Effective Date, the earnings, assets and liabilities in the consolidated Bidco accounts will comprise the consolidated earnings, assets and liabilities of the FSFC Group.

8. Financing of the Acquisition

The cash consideration payable by Bidco to Scheme Shareholders under the terms of the Acquisition will be financed by the existing cash resources of Blackmead, which Blackmead will make available to Bidco if the Acquisition becomes Effective.

All fees, costs and expenses incurred by members of the Averon Park Group in connection with the Acquisition will be met from the existing cash resources of the Averon Park Group.

Singer Capital Markets, in its capacity as financial adviser to Bidco, Blackmead and Averon Park, confirms that it is satisfied that sufficient financial resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Scheme Shareholders under the terms of the Acquisition.

9. The FSFC Directors and the effect of the Scheme on their interests

Details of the interests of the FSFC Directors in the ordinary share capital of FSFC are set out in paragraph 4 of Part IX (Additional information on FSFC, Bidco and Averon Park) of this Document. Scheme Shares held by the FSFC Directors at the Scheme Record Time will be subject to the Scheme.

The FSFC Directors have irrevocably undertaken to vote (or procure voting) in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting in respect of their own beneficial holdings of, in aggregate, 244,000 FSFC Shares. Further details of these irrevocable undertakings (including the circumstances in which they will lapse and cease to be binding) are set out in paragraph 8 of Part IX (Additional information on FSFC, Bidco and Averon Park) of this Document.

Particulars of the letters of appointment of the FSFC Directors are set out in paragraph 5 of Part IX (Additional information on FSFC, Bidco and Averon Park) of this Document.

Particulars of the additional fees which FSFC has agreed to pay to each of the FSFC Directors pursuant to the terms of their respective letters of appointment and the FSFC Articles to reflect the increased workload relating to the preparation of a response to Averon Park's approach and the Acquisition are set out in paragraph 5 of Part IX (Additional information on FSFC, Bidco and Averon Park) of this Document.

It is intended that, with effect from the Effective Date, each of the members of the FSFC Board shall resign from his or her office as a director of FSFC.

Save as set out above, the effect of the Scheme on the interests of FSFC Directors does not differ from its effect on the like interests of any other Scheme Shareholder.

10. Alternative Offer and the Rollover Shares

for each Scheme Share: 1 Rollover Share,

subject to the terms and conditions of the Alternative Offer.

The maximum number of Rollover Shares available to be issued to eligible Scheme Shareholders under the Alternative Offer will be limited to, in aggregate, the Alternative Offer Maximum.

The Rollover Shares will be unlisted and will not be admitted to trading on any stock exchange or market for the trading of securities.

The Alternative Offer is not being offered, and Rollover Shares are not being sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction (and so Scheme Shareholders in such jurisdictions will not be eligible to elect for the Alternative Offer) or to any Restricted Shareholder, and individual acceptances of the Alternative Offer will only be valid if all regulatory approvals required for such Scheme Shareholder to acquire the Rollover Shares have been obtained. Further details in relation to Overseas Shareholders is contained in Part VIII (Additional information for Overseas Shareholders) of this Document.

In addition, Scheme Shareholders, and any underlying indirect owners who hold Scheme Shares through a nominee or similar arrangement, who wish to elect for the Alternative Offer may, at the sole discretion of Bidco, be required to provide, by no later than the Election Return Time, certain "Know Your Client" information as requested by Bidco. Further details of this eligibility requirement is set out in Part X (Additional information on the Averon Park Group and the Bidco Shares) and Part XI (How to make an election for the Alternative Offer) of this Document. Upon such request from Bidco, Scheme Shareholders, and any underlying indirect owners who hold Scheme Shares through a nominee or similar arrangement, who wish to elect for the Alternative Offer will be required to deliver KYC Information to Bidco or its agent at or prior to the Election Return Time. Details of the required KYC Information will be notified to the relevant Scheme Shareholder and/or underlying indirect owner by or on behalf of Bidco prior to the Election Return Time. Failure to deliver such KYC Information, if requested, in a form satisfactory to Bidco at or prior to the Election Return Time will result in a purported election for the Alternative Offer being treated as invalid by Bidco.

The issue of any Rollover Shares pursuant to the Alternative Offer will be in accordance with the mechanism described in paragraph 11 of this Part II (Explanatory Statement) and subject to the Conditions and further terms set out in Part III (Conditions to, and certain further terms of, the Acquisition and the Scheme) of this Document. Further details regarding Bidco and the rights attaching to the Rollover Shares are set out in paragraphs 11 and 12 of this Part II (Explanatory Statement) and Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document.

For the reasons described below, the FSFC Directors are not making any recommendation to holders of Scheme Shares in relation to the Alternative Offer. In considering the terms of the Alternative Offer, Stifel and the FSFC Directors have identified certain key disadvantages and advantages of electing for the Alternative Offer outlined below.

Disadvantages of electing for the Alternative Offer

Eligible Scheme Shareholders may elect to take up the Alternative Offer in respect of all, but not part only, of their holding of Scheme Shares and therefore electing for the Alternative Offer will mean that they receive no cash pursuant to the Acquisition, except in the event that their election for the Alternative Offer is scaled back (as detailed in this paragraph 10 above).

l The Rollover Shares will be:
- l unlisted and will not be admitted to trading on any stock exchange or market for the trading of securities and will, therefore, be illiquid. As a result, any assessment of the value of the Rollover Shares should take into account an individual shareholder's assessment of an appropriate liquidity discount;
- l of uncertain value and there can be no assurance that they will be capable of being sold in the future or that they will be capable of being sold at a price within the range of values estimated by Singer Capital Markets in the independent valuation set out in Part XII (Rule 24.11 Estimate of Value Letter) of this Document; and
- l non-transferable, save in very limited circumstances as set out in Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document.
l The amount payable by Bidco to Rollover Shareholders in respect of any repurchase of Rollover Shares pursuant to, and the availability of, an Annual Tender Offer and/or the Bidco Share buybacks described in Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document will depend on the future performance of FSFC's business under Bidco's ownership. This remains uncertain and could result in the amount received being less than the cash consideration foregone under the Cash Offer.
l Rollover Shareholders will have limited control over the timing and value at which they may be able to realise their investment in Bidco.
l From the Effective Date, Bidco will be controlled by Blackmead. Holders of the Rollover Shares, which will not carry any general voting rights at general meetings of Bidco nor the right to receive a copy of or vote on any written resolutions of shareholders of Bidco and will have consent rights only in respect of a very limited number of reserved matters (it being the case that the passing of statutory class consents in respect of alterations of statutory class rights attaching to the Rollover Shares may be made by Blackmead on behalf of Rollover Shareholders), will therefore have no influence over decisions made by Bidco or the Bidco Board in relation to its investment in FSFC or the conduct of FSFC's business or in any other business.
l The rights of Rollover Shareholders to participate in future issues of securities by Bidco will be subject to certain exceptions (including those described in paragraph 7 of Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document) which may result in them suffering significant dilution.
l FSFC Shares are currently listed on the premium listing segment of the Official List and traded on the London Stock Exchange's main market for listed securities. FSFC Shareholders are afforded certain standards and protections, including in respect of disclosure, as a result. Scheme Shareholders who elect to receive Rollover Shares (being unlisted securities in a private company) will not be afforded standards and protections commensurate with those that they currently benefit from as shareholders in FSFC.
l Payments in respect of Rollover Shares will not be guaranteed or secured.
l Eligible Scheme Shareholders will have no certainty as to the amount of Rollover Shares they will receive because:
- l the maximum number of Rollover Shares available to eligible Scheme Shareholders under the Alternative Offer will be limited to, in aggregate, the equivalent of 24.99 per cent. of the Bidco Offer Shares;
- l to the extent that elections for the Alternative Offer cannot be satisfied in full, the number of Rollover Shares to be issued to each Scheme Shareholder eligible to participate in the Alternative Offer who has elected for the Alternative Offer will be reduced on a pro rata basis, and the consideration for each Scheme Share that is not exchanged for a Rollover Share will be paid in cash in accordance with the terms of the Cash Offer; and
- l the availability of the Alternative Offer is conditional upon valid elections being made for such number of Rollover Shares which represent, in aggregate, at least 5 per cent. of the Bidco Offer Shares, failing which it will lapse.
l The Rollover Shares may be ineligible for inclusion in ISAs and SIPPs and may not be capable of being held through retail platforms.

Advantages of electing for the Alternative Offer

l The Alternative Offer allows eligible Scheme Shareholders to invest directly in Bidco, providing continued economic exposure to FSFC under private ownership.
l From completion of the Acquisition, the Rollover Shares will rank economically pari passu with Bidco A Ordinary Shares in issue (which will be held by Blackmead) at the time the Rollover Shares are allotted and issued, including the right to receive and retain any dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date.
l Holders of Rollover Shares may be offered the opportunity to have their Rollover Shares bought back by Bidco during certain pre-defined periods pursuant to an Annual Tender Offer, as summarised in Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document.

Stifel is unable to advise the FSFC Directors as to whether or not the financial terms of the Alternative Offer are fair and reasonable. This is because Stifel has not had any involvement in the development and validation of any financial projections for Bidco. As a result, Stifel is unable to assess any plans Bidco may have for the development of FSFC to the degree necessary to form an assessment of the value of the Alternative Offer. Stifel also notes the significant and variable impact that the disadvantages and advantages of the Alternative Offer described above may have for individual eligible Scheme Shareholders.

Eligible Scheme Shareholders are encouraged to take into account the key disadvantages and advantages outlined above in relation to the Alternative Offer and the risk factors and other investment considerations in relation to the Alternative Offer summarised in paragraph 12 below, when deciding whether or not to elect for the Alternative Offer (subject to their satisfying the eligibility criteria set out in this paragraph 10, Part X (Additional information on the Averon Park Group and the Bidco Shares) and Part XI (How to make an election for the Alternative Offer) of this Document).

Scheme Shareholders should also ascertain whether acquiring or holding Rollover Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether Rollover Shares are a suitable investment in the light of their own personal circumstances. Accordingly, Scheme Shareholders are strongly recommended to seek their own independent financial, tax and legal advice in the light of their own particular circumstances and investment objectives before deciding whether to elect for the Alternative Offer. Any decision to elect for the Alternative Offer should be based on any such independent financial, tax and legal advice and full consideration of the information in this Document.

Further details of the Alternative Offer and the Rollover Shares are set out in paragraphs 11 and 12 of this Part II (Explanatory Statement), Part X (Additional information on the Averon Park Group and the Bidco Shares) and Part XI (How to make an election for the Alternative Offer) of this Document.

11. Structure of the Alternative Offer

11.1 Bidco share capital as a result of the Acquisition

The current share capital of Bidco consists of one Bidco A Ordinary Share which is held by Blackmead. It is anticipated that, on or around the Effective Date, Bidco will issue around 172,056,075 Bidco Shares: (i) in order to capitalise an intercompany loan to be put in place between Blackmead and Bidco so as to fund the cash consideration payable by Bidco in respect of the Acquisition; (ii) in exchange for the transfer to Bidco from Blackmead of the 51,003,762 FSFC Shares currently held by Blackmead; and (iii) to meet any valid elections for Rollover Shares under the Alternative Offer (the "Bidco Offer Shares").

If the Alternative Offer were taken up in full by eligible Scheme Shareholders, it is expected that Bidco would issue around:

l 78,055,500 Bidco A Ordinary Shares to Blackmead to capitalise an intercompany loan to be put in place between Blackmead and Bidco so as to fund the cash consideration payable by Bidco in respect of the Acquisition;

l 51,003,762 Bidco A Ordinary Shares to Blackmead in exchange for the transfer to Bidco from Blackmead of the 51,003,762 FSFC Shares currently held by Blackmead; and
l 42,996,813 Rollover Shares to those eligible Scheme Shareholders who validly elect to receive the Alternative Offer.

If the Alternative Offer is accepted in respect of less than the Alternative Offer Maximum (but more than the Alternative Offer Minimum Threshold), the number of Rollover Shares to be issued under the Alternative Offer would reduce and the number of Bidco A Ordinary Shares to be issued to capitalise an intercompany loan to be put in place between Blackmead and Bidco so as to fund the cash consideration payable in respect of the Acquisition would increase accordingly.

11.2 Terms of issue of Rollover Shares

The Rollover Shares to be issued to eligible Scheme Shareholders who validly elect for the Alternative Offer will be issued credited as fully paid and will rank economically pari passu with the Bidco A Ordinary Shares to be issued to Blackmead pursuant to (or in connection with) the Acquisition (including the Bidco A Ordinary Share held by Blackmead as at the date of this Document) as described above, including the right to receive and retain any dividends and other distributions declared, made or paid by reference to a record date falling on or after the Effective Date.

The Rollover Shares will be non-voting and, therefore, shall not entitle the holders thereof to: (i) any votes; (ii) receive a copy of any written resolution; or (iii) receive notice of any general meetings of Bidco, except, in each case, as may be required by applicable law. The passing of statutory class consents in respect of alterations of statutory class rights attaching to the Rollover Shares may be made by Blackmead on behalf of Rollover Shareholders.

A summary of the key rights of the Rollover Shares is set out in Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document.

11.3 Rollover mechanism

If the Scheme becomes Effective, eligible Scheme Shareholders that validly elect to receive consideration under the Alternative Offer will receive, within 14 days of the Effective Date, in respect of each Scheme Share to which their Alternative Offer Election is accepted, one Rollover Share.

Certain further information relating to the Rollover Shares is set out in Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document.

12. Risk factors and other investment considerations in respect of the Alternative Offer

The attention of eligible Scheme Shareholders who may be considering electing for the Alternative Offer is drawn to certain risk factors and other investment considerations relevant to such an election:

(A) upon the Effective Date, Bidco will be controlled by Blackmead. Holders of the Rollover Shares, which will not carry any general voting rights at general meetings of Bidco nor the right to receive a copy of or vote on any written resolutions of shareholders of Bidco and will have consent rights only in respect of a very limited number of reserved matters (it being the case that the passing of statutory class consents in respect of alterations of statutory class rights attaching to the Rollover Shares may be made by Blackmead on behalf of Rollover Shareholders), will therefore have no influence over decisions made by Bidco or the Bidco Board in relation to its investment in FSFC or the conduct of FSFC's business or in any other business;
(B) the Rollover Shares are unquoted and will not be listed or admitted to trading on any exchange or market for the trading of securities, and will therefore be illiquid;
(C) the Rollover Shares are not transferable without the prior written consent of Blackmead, save in very limited circumstances, being pursuant to: (i) Annual Tender Offers and any share buy-backs undertaken by Bidco (at the election of the Bidco Board); (ii) a Reorganisation of the Bidco Group approved by Blackmead; or (iii) the operation of the drag-along or tag-along rights on an Exit, in each case as further detailed in Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document;
(D) the value of the Rollover Shares will at all times be uncertain and there can be no assurance that any such securities will be capable of being sold in the future or that they will be capable of being sold at a price within the range of values estimated by Singer Capital Markets in the independent valuation set out in Part XII (Rule 24.11 Estimate of Value Letter) of this Document;
(E) payments in respect of Rollover Shares will not be guaranteed or secured;
(F) in relation to any further issues of securities in Bidco (which may have different rights to the Rollover Shares), if holders of Rollover Shares wish to avoid their percentage interest in Bidco being reduced by any such issue, they will need to invest further cash sums in Bidco. In particular, Rollover Shareholders who do not elect to exercise their pre-emption rights or catch-up rights by investing the necessary cash sums in respect of any further issues of securities by Bidco will suffer significant dilution in their percentage ownership;
(G) the right of Rollover Shareholders to participate in future issues of securities by Bidco (which may have different rights to the Rollover Shares), whether at the time of such issue or through a catch-up right, will also be subject to certain exceptions, which may result in them suffering significant dilution, including in respect of issues of new Bidco Shares, or transfers of Bidco Shares from treasury:
- (i) in connection with a Reorganisation of the Bidco Group, IPO or pre-IPO reorganisation;
- (ii) in connection with dealing with any emergency and/or distress and/or underperformance affecting or reasonably likely to affect Bidco; and
- (iii) in respect of which Blackmead obtains Rollover Shareholder Minority Consent to the disapplication of pre-emption rights;
(H) the holders of Rollover Shares will enjoy only limited minority protections or other rights (as summarised in Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document);
(I) holders of Rollover Shares may be required at some point to sell their Rollover Shares under the terms of the "drag along" provision in the Bidco Articles;
(J) it is possible that Blackmead may dispose of some or all of its Bidco A Ordinary Shares in circumstances where no "tag along" rights apply to Rollover Shareholders;
(K) the amount payable by Bidco to Rollover Shareholders in respect of any repurchase of Rollover Shares pursuant to, and the availability of, an Annual Tender Offer and/or the Bidco Share buybacks described in Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document will depend on the future performance of FSFC's business under Bidco's ownership. This remains uncertain and could result in the amount received being less than the cash consideration foregone under the Cash Offer;
(L) individual Rollover Shareholders will have limited control over the date(s) on and value(s) at which they may be able to realise their investment in Bidco;
(M) FSFC Shares are currently listed on the premium listing segment of the Official List and traded on the London Stock Exchange's main market for listed securities and FSFC Shareholders are afforded certain standards and protections, including in respect of disclosure, as a result. Eligible Scheme Shareholders who elect to receive Rollover Shares (being unlisted securities in a private company) will not be afforded standards and protections commensurate with those that they currently benefit from as shareholders in FSFC, including because Bidco intends to rely on an exemption from registration under US securities laws and will therefore not be registering the Rollover Shares or the Acquisition with the SEC. Except for the information to be provided to Rollover Shareholders holding in excess of 3 per cent. of the issued share capital of Bidco (but not to other Rollover Shareholders) as detailed in paragraph 9 of Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document, the Bidco Articles do not provide holders of Rollover Shares with information rights;
(N) there can be no certainty or guarantee as to the performance of the Bidco Group or the FSFC Group following the Effective Date, and past performance cannot be relied upon as an indication of future performance or growth;
(O) eligible Scheme Shareholders may elect to take up the Alternative Offer in respect of all, but not part only, of their holding of Scheme Shares and therefore electing for the Alternative Offer will mean that they receive no cash pursuant to the Acquisition, except in the event that their election for the Alternative Offer is scaled back (as detailed in paragraph 10 of this Part II (Explanatory Statement) of this Document);
(P) eligible Scheme Shareholders who make an Alternative Offer Election will have no certainty as to the amount of Rollover Shares they will receive because:
- (i) the maximum number of Rollover Shares available to eligible Scheme Shareholders under the Alternative Offer will be limited to, in aggregate, the equivalent of 24.99 per cent. of the Bidco Offer Shares;
- (ii) to the extent that elections for the Alternative Offer cannot be satisfied in full, the number of Rollover Shares to be issued to each Scheme Shareholder eligible to participate in the Alternative Offer who has elected for the Alternative Offer will be reduced on a pro rata basis, and the consideration for each Scheme Share that is not exchanged for a Rollover Share will be paid in cash in accordance with the terms of the Cash Offer; and
- (iii) the availability of the Alternative Offer is conditional upon valid elections being made for such number of Rollover Shares which represent, in aggregate, at least 5 per cent. of the Bidco Offer Shares, failing which it will lapse;
(Q) the Rollover Shares may be ineligible for inclusion in ISAs and SIPPs and may not be capable of being held through retail platforms.

Further information relating to Bidco, the Rollover Shares and how to make an Alternative Offer Election is set out in Part X (Additional information on the Averon Park Group and the Bidco Shares) and Part X (How to make an election for the Alternative Offer) of this Document.

13. Description of the Scheme and the Meetings

13.1 The Scheme

The Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement between FSFC and the Scheme Shareholders who are on the register of members of FSFC at the Scheme Record Time under Part 26 of the Companies Act, although Bidco reserves the right to implement the Acquisition by means of a Takeover Offer (subject to Panel consent). The procedure requires approval by Scheme Voting Shareholders at the Court Meeting and by FSFC Shareholders at the General Meeting, and sanction of the Scheme by the Court. The Scheme is set out in full in Part IV (The Scheme of Arrangement) of this Document.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued share capital of FSFC that the Averon Park Group does not already own. This is to be achieved by transferring the Scheme Shares held by Scheme Shareholders as at the Scheme Record Time to Bidco in consideration for which the Scheme Shareholders will receive cash consideration, unless and to the extent the Alternative Offer is validly elected for, in which case Bidco will procure the allotment of Rollover Shares on the basis set out in paragraph 10 of this Part II (Explanatory Statement). The transfer to Bidco of the Scheme Shares will result in FSFC becoming a wholly owned subsidiary of Bidco. Any FSFC Shares held by or on behalf of the Averon Park Group are excluded from the Scheme but are intended to be transferred to Bidco on or around the Effective Date as set out in paragraph 11.1 of this Part II (Explanatory Statement).

13.2 The Meetings

The Scheme will require the approval of Scheme Voting Shareholders at the Court Meeting and FSFC Shareholders at the separate General Meeting, both of which will be held on 16 July 2024 at 10.00 a.m. and 10.15 a.m., respectively (or, in the case of the General Meeting, as soon thereafter as the Court Meeting is concluded or adjourned), at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London EC2V 6ET. The Court Meeting is being held with the permission of the Court to seek the approval of Scheme Voting Shareholders for the Scheme. The General Meeting is being convened to seek the approval of FSFC Shareholders to enable the FSFC Directors to implement the Scheme and to amend the FSFC Articles as described in paragraph 13.3 of this Part II (Explanatory Statement) of this Document.

Notices of the Court Meeting and the General Meeting are set out in Part XIV (Notice of Court Meeting) and Part XV (Notice of General Meeting) of this Document, respectively. Entitlement to attend, speak and vote at these Meetings and the number of votes which may be cast thereat will be determined by reference to the register of members of FSFC at the Voting Record Time.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders holding Scheme Shares at the Scheme Record Time, irrespective of whether or not they attended or voted in favour of, or against, the Scheme at the Court Meeting or in favour of, or against, or abstained from voting on the Special Resolution at the General Meeting.

Any FSFC Shares which Bidco may acquire prior to the Court Meeting or the General Meeting (and any FSFC Shares which any member of the Averon Park Group (or its nominees) holds at the date of the Court Meeting or General Meeting) are not Scheme Shares and therefore no member of the Averon Park Group (or their nominees) is entitled to attend or vote at the Court Meeting in respect of the FSFC Shares held or acquired by it. Each such member of the Averon Park Group will undertake to be bound by the Scheme.

Mr Stephen Thayer, a director of Blackmead (being a member of the Averon Park Group), has consented to be treated as a separate class of Scheme Shareholder not entitled to attend or vote at the Court Meeting and has committed to separately consent to and, if necessary or desirable, undertake to be bound by, the Scheme. He will be permitted to vote his FSFC Shares at the General Meeting.

(A) Court Meeting

The Court Meeting has been convened with the permission of the Court for 10.00 a.m. on 16 July 2024 to enable the Scheme Voting Shareholders who are registered as members of FSFC at the Voting Record Time to consider and, if thought fit, approve the Scheme. At the Court Meeting, voting will be by poll and each Scheme Voting Shareholder present (either in person or by proxy) will be entitled to one vote for each Scheme Voting Share held as at the Voting Record Time. The approval required at the Court Meeting is a majority in number of those Scheme Voting Shareholders present and voting (and entitled to vote) in person or by proxy, representing 75 per cent. or more in value of the Scheme Voting Shares voted by such Scheme Voting Shareholders present and voting in person or by proxy.

It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) so that the Court may be satisfied that there is a fair representation of opinion of Scheme Voting Shareholders. Whether or not you intend to attend, speak and/or vote at the Meetings, you are therefore strongly encouraged to either sign and return your Forms of Proxy by post or transmit proxy appointments electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform as soon as possible.

The return of completed Forms of Proxy or the electronic appointment of proxies online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform will not prevent you from attending, asking questions and voting (and/or, in the case of the Court Meeting, raising any objections) at the Court Meeting or the General Meeting (or any adjournment thereof) in person if you so wish and are so entitled.

If the blue Form of Proxy for the Court Meeting is not lodged by 10.00 a.m. on 12 July 2024, it may be handed to the Chair of the Court Meeting (or Computershare on the Chair's behalf) at the start of the Court Meeting or any adjournment thereof. However, if the white Form of Proxy for the General Meeting is not lodged by 10.15 a.m. on 12 July 2024, it will be invalid.

(B) General Meeting

In addition, the General Meeting has been convened for the same date (to be held at 10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or adjourned)) to consider and, if thought fit, pass the Special Resolution to:

(i) authorise the FSFC Directors to take all such actions as they may consider necessary or appropriate for implementing the Scheme; and
(ii) amend the FSFC Articles in the manner described in paragraph 13.3 of this Part II (Explanatory Statement) of this Document.

Voting at the General Meeting will be by poll and each FSFC Shareholder present in person or by proxy will be entitled to one vote for each FSFC Share held as at the Voting Record Time. The majority required for the Special Resolution to be passed is at least 75 per cent. of the votes cast on such resolution (in person or by proxy).

FSFC will announce the details of the votes at the Meetings as required under the Code through a Regulatory Information Service as soon as practicable after the conclusion of the Meetings and, in any event, by no later than 8.00 a.m. on the Business Day following the Meetings.

Under the Companies Act, the Scheme requires the sanction of the Court. The Court Sanction Hearing is currently expected to be held on 26 July 2024, subject to the prior satisfaction (or, where applicable, waiver) of the other Conditions set out in Part A (Conditions to the Acquisition and the Scheme) of Part III (Conditions to, and certain further terms of, the Acquisition and the Scheme) of this Document and, in any event, prior to the Long Stop Date.

The Scheme shall lapse if:

(i) the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of such Meetings, being 16 July 2024 (or such later date, if any, as Bidco and FSFC may agree, with the consent of the Panel (and that the Court may allow, if required));
(ii) the Court Sanction Hearing is not held by the 22nd day after the expected date of the Court Sanction Hearing, being 26 July 2024 (or such later date, if any, as Bidco and FSFC may agree, with the consent of the Panel (and that the Court may allow, if required)); or
(iii) the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date,

provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the Court Sanction Hearing as set out above may be waived by Bidco, and the deadline for the Scheme to become Effective may be extended by agreement between Bidco and FSFC (with the Panel's consent and (if required) as the Court may allow).

The Court Sanction Hearing is expected to be held at the Royal Courts of Justice, The Rolls Building, 7 Rolls Buildings, Fetter Lane, London, EC4A 1NL. Scheme Shareholders are entitled to attend the Court Sanction Hearing, should they wish to do so, in person or represented by counsel.

Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies. This is presently expected to occur two Business Days after the date of the Court Sanction Hearing, subject to the satisfaction (or, where applicable, waiver) of the Conditions.

FSFC and/or Bidco will make an announcement through a Regulatory Information Service as soon as practicable following the Scheme becoming Effective.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders holding Scheme Shares at the Scheme Record Time, irrespective of whether or not they attended or voted in favour of, or against, the Scheme at the Court Meeting or in favour of, or against, or abstained from voting on the Special Resolution at the General Meeting.

If the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date, the Scheme will lapse and the Acquisition will not proceed (unless Bidco and FSFC otherwise agree and the Panel otherwise consents).

13.3 Amendments to the FSFC Articles

It is proposed, in the Special Resolution, that the FSFC Articles be amended to ensure that any FSFC Shares issued or transferred out of treasury between the time at which the Special Resolution is passed and the Scheme Record Time will be subject to the Scheme and the holders of such FSFC Shares will be bound by the terms of the Scheme. It is also proposed to amend the FSFC Articles so that, subject to the Scheme becoming Effective, any FSFC Shares issued or transferred out of treasury to any person other than Bidco or its nominee(s) at or after the Scheme Record Time will be automatically acquired by Bidco on the same terms as under the Scheme (other than terms as to timing and formalities). This will avoid any person (other than Bidco or its nominee(s)) being left with FSFC Shares after dealings in such shares have ceased on the Scheme becoming Effective. The Special Resolution set out in the notice of General Meeting in Part XV (Notice of General Meeting) of this Document seeks the approval of FSFC Shareholders for such amendment.

13.4 Entitlement to vote at the Meetings

Each FSFC Shareholder who is entered in FSFC's register of members at the Voting Record Time will be entitled to attend, speak and vote (in person or by proxy) on all resolutions to be put to the General Meeting (or any adjournment thereof). Only those FSFC Shareholders who are also Scheme Voting Shareholders will be entitled to vote at the Court Meeting (or any adjournment thereof). If either Meeting is adjourned, only those FSFC Shareholders or Scheme Voting Shareholders (as relevant) on the register of members at 6.30 p.m. on the day which is two Business Days before the adjourned Meeting will be entitled to attend, speak and vote (in person or by proxy).

Each eligible FSFC Shareholder is entitled to appoint a proxy or proxies to attend, speak and, on a poll, to vote, instead of him or her. A proxy need not be an FSFC Shareholder but must attend the relevant Meeting.

The return of completed Forms of Proxy or the electronic appointment of proxies online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform will not prevent you from attending, asking questions and voting (and/or, in the case of the Court Meeting, raising any objections) at the Court Meeting and/or the General Meeting (or any adjournment of such Meeting) in person if you so wish and are so entitled.

If you are in any doubt as to whether or not you are permitted to vote at the Meetings (either in person or by appointing a proxy), please call FSFC's registrar, Computershare, on +44 (0) 370 707 1231. Lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Please note that Computershare cannot provide any financial, legal or tax advice, or any advice on the merits of the Acquisition or the Scheme, and calls may be recorded and monitored for security and training purposes.

Further information on the actions to be taken is set out in paragraph 21 of this Part II (Explanatory Statement) of this Document.

13.5 Return of documents of title

If the Scheme lapses or is withdrawn, or a Scheme Shareholder withdraws its Form of Election, all documents of title and other documents lodged with any Form of Proxy and Form of Election (as applicable) shall be returned to such Scheme Shareholder as soon as practicable (and in any event within 14 days of such lapsing or withdrawal) and to the extent that any FSFC Shares are held in escrow by Computershare in connection with the Scheme, instructions shall be given immediately for the release of such FSFC Shares.

13.6 Modifications to the Scheme

The Scheme contains a provision for FSFC and Bidco jointly to consent (on behalf of all persons concerned) to any modification of, or addition or condition to, the Scheme which the Court may approve or impose (with the consent of the Panel where such consent is required under the Code). The Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of any such modification, addition or condition. It would be for the Court to decide, in its discretion, whether or not a further meeting of Scheme Voting Shareholders should be held in those circumstances for the purpose of approving any such modification, addition or condition.

13.7 Implementation by way of a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of FSFC not already held by the Averon Park Group as an alternative to the Scheme.

In such an event, the Acquisition will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments for an acquisition being made by way of a Takeover Offer, including (without limitation) the inclusion of an acceptance condition set at 90 per cent. of the FSFC Shares to which the Takeover Offer relates (or such lesser percentage as may be determined by Bidco after consultation with the Panel (if necessary)), being, in any case, more than 50 per cent. of the voting rights normally exercisable at a general meeting of FSFC, including, for this purpose, any such voting rights attaching to FSFC Shares that are issued before the Takeover Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient FSFC Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act to compulsorily acquire any outstanding FSFC Shares to which the Takeover Offer relates.

14. Conditions to the Acquisition and the Scheme

The Acquisition and, accordingly, the Scheme is subject to a number of Conditions set out in full in Part III (Conditions to, and certain further terms of, the Acquisition and the Scheme) of this Document. In particular, the Scheme will only become Effective if, among other things, the following events occur on or before 11.59 p.m. on the Long Stop Date:

(A) the resolution to approve the Scheme is passed by a majority in number of, representing 75 per cent. in value of the Scheme Voting Shares voted by, Scheme Voting Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy;
(B) the Special Resolution is passed by the requisite majority of FSFC Shareholders at the General Meeting;
(C) the Scheme is sanctioned by the Court (without modification, or with any modification, addition or condition consented to by Bidco and FSFC (on behalf of all persons concerned) which the Court has approved or imposed (with the consent of the Panel where such consent is required under the Code)); and
(D) following the sanction by the Court, a copy of the Court Order is delivered to the Registrar of Companies.

The Meetings and the nature of the approvals required to be given at them are described in more detail in paragraph 13.2 of this Part II (Explanatory Statement) of this Document. All Scheme Shareholders are entitled to attend the Court Sanction Hearing in person or through representation to support or oppose the sanctioning of the Scheme.

The Scheme can only become Effective if all Conditions to the Scheme, including shareholder approvals and the sanction of the Court, have been satisfied (unless, where applicable, the relevant Condition is waived). The Scheme will become Effective upon a copy of the Court Order being delivered to the Registrar of Companies for registration. This is expected to occur on or about 30 July 2024. If the Scheme does not become Effective at or before 11.59 p.m. on the Long Stop Date, it will lapse and the Acquisition will not proceed (unless Bidco and FSFC otherwise agree and the Panel otherwise consents).

If any of Conditions 2(a)(ii), 2(b)(ii) or 2(c)(ii) set out in Part A (Conditions to the Acquisition and the Scheme) of Part III (Conditions to, and certain further terms of, the Acquisition and the Scheme) of this Document are not satisfied by the deadline specified in the relevant Condition, Bidco shall make an announcement through a Regulatory Information Service by 8.00 a.m. on the Business Day following such deadline confirming whether Bidco has invoked the relevant Condition, waived the relevant deadline or agreed with FSFC (with the consent of the Panel (and as the Court may allow, if required)) to extend the relevant deadline.

15. Offer-related arrangements

New Investment Management Agreement Heads of Terms

Averon Park, FSFC and the Investment Manager have entered into non-legally binding heads of terms dated 29 May 2024, pursuant to which it is proposed that, conditional upon and with effect from the Scheme becoming Effective, the Investment Management Agreement will terminate, and FSFC will enter into the New Investment Management Agreement. No compensation is expected to be payable to the Investment Manager in connection with the termination of the Investment Management Agreement.

The New Investment Management Agreement will be on similar terms to the current Investment Management Agreement, save that certain terms will be changed so as to reflect FSFC being in private ownership. In particular, it is proposed that, pursuant to the New Investment Management Agreement, the Investment Manager will continue to have responsibility to act as portfolio manager to FSFC and also to provide FSFC with administration and company secretarial services. In addition, the Investment Manager will be required to manage the FSFC portfolio with the due skill and care as is to be expected of a competent and prudent investment manager and administrator qualified and experienced in managing a portfolio of assets of a comparable nature, size and scope and complexity to FSFC's portfolio.

In consideration for providing such services, the Investment Manager will be entitled to a fee, to be paid quarterly and in arrears, based on the latest NAV of FSFC at a rate of 0.85 per cent. per annum of such NAV. A separate administration services fee, in such amount as may be agreed from time to time, will also be payable.

The New Investment Management Agreement will be terminable by either FSFC or the Investment Manager on six months' written notice, and immediately by notice by the non-defaulting party for cause in certain specified situations, including a material breach of the New Investment Management Agreement or in certain insolvency scenarios, subject to the appropriate opportunity of the defaulting party to cure such material breach.

Under the New Investment Management Agreement, the Investment Manager will be permitted to delegate its services provided that notice is given to FSFC, and the Investment Manager will remain liable for the provision of the activities of its delegate(s). The New Investment Management Agreement will be governed by the laws of England and Wales.

16. Cancellation of listing of FSFC Shares

The last day of dealings in FSFC Shares for normal settlement on the London Stock Exchange's main market for listed securities is expected to be the Business Day immediately prior to the Court Sanction Hearing, and the last day for registration of transfers of FSFC Shares (other than the registration of the transfer of the Scheme Shares to Bidco pursuant to the Scheme) is expected to be the Business Day immediately prior to the Effective Date, following which all FSFC Shares will be suspended from the Official List and from trading on the London Stock Exchange's main market for listed securities.

Prior to the Scheme becoming Effective, FSFC will apply for the cancellation of the admission to trading of the FSFC Shares on the London Stock Exchange's main market for listed securities, and for the cancellation of the listing of the FSFC Shares on the Official List. It is expected that such delisting and cancellation of admission to trading will take effect on the first Business Day after the Effective Date or shortly thereafter.

On the Effective Date, share certificates in respect of Scheme Shares shall cease to be valid documents of title (and should be destroyed or, at the request of FSFC, delivered up to FSFC, or to any person appointed by FSFC to receive the same) and entitlements to Scheme Shares held within the CREST system shall be cancelled.

If any FSFC Shares are held as treasury shares as at the time the Scheme is sanctioned, such treasury shares will be cancelled prior to the Scheme becoming Effective.

It is Bidco's intention that, as soon as practicable following de-listing, FSFC will be re-registered as a private limited company.

17. Settlement

Subject to the Acquisition becoming Effective (and except as provided in Part VIII (Additional information for Overseas Shareholders) of this Document in relation to certain Overseas Shareholders), settlement of the consideration to which any Scheme Shareholder is entitled under the Scheme will be effected not later than 14 days after the Effective Date in the following manner:

17.1 Cash consideration where Scheme Shares are held in uncertificated form (that is, in CREST)

Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in uncertificated form, the cash consideration to which such Scheme Shareholder is entitled will be transferred to such person through CREST by Bidco instructing or procuring the instruction of Euroclear to create an assured payment obligation in favour of the appropriate CREST account through which the relevant Scheme Shareholder holds such uncertificated Scheme Shares in respect of the cash consideration due to such Scheme Shareholder not later than 14 days following the Effective Date.

As from the Effective Date, each holding of Scheme Shares credited to any stock account in CREST will be disabled and all Scheme Shares will be removed from CREST in due course.

Subject to the terms of the Scheme, Bidco reserves the right to pay all, or any part of, the cash consideration referred to above to all or any Scheme Shareholder(s) who hold Scheme Shares in uncertificated form in the manner referred to in paragraph 17.2 of this Part II (Explanatory Statement) of this Document if, for reasons outside its reasonable control, it is not able to effect settlement in accordance with this paragraph 17.1 or to do so would incur material additional costs.

Each Scheme Shareholder's aggregate entitlement to cash consideration will be rounded down to the nearest whole penny.

17.2 Cash consideration where Scheme Shares are held in certificated form

Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in certificated form, settlement of the cash consideration due under the Scheme in respect of the Scheme Shares will be despatched by first class post (or by international post or airmail, if overseas) by cheque drawn on a branch of a UK clearing bank or made by electronic payment should there already be a valid mandate held on file by Computershare, provided that if the amount payable to such Scheme Shareholder exceeds £1,000,000, Bidco reserves the right to make arrangements with such Scheme Shareholder to effect electronic payment of such amount instead of paying by cheque. Bidco further reserves the right to make payment of the said consideration by any other method approved by the Panel.

All such cash payments will be made in pounds sterling and drawn on a United Kingdom clearing bank or made by electronic payment should there already be a valid mandate held on file by Computershare. Payments made by cheque will be payable to the Scheme Shareholder(s) concerned and the encashment of any such cheque shall be a complete discharge of Bidco's obligations under the Scheme to pay the monies represented thereby. Computershare, on behalf of Bidco, shall despatch or procure the despatch of cheques within 14 days of the Effective Date to the person entitled thereto at the address as appearing in the register of members of FSFC at the Scheme Record Time or in accordance with any special standing instructions regarding communications (except that, in the case of joint holders, Bidco reserves the right to make such cheques payable to the joint holder whose name stands first in the register of members of FSFC in respect of such holding at the Scheme Record Time). None of FSFC, Bidco, any nominee(s) of FSFC or Bidco or any of their respective agents shall be responsible for any loss or delay in the transmission of cheques sent in this way, and such cheques shall be sent at the risk of the person(s) entitled thereto.

Electronic payments shall be made within 14 days of the Effective Date and shall be paid to the Scheme Shareholder concerned using the account details provided to FSFC. The transfer of such amount by way of electronic transfer shall be a complete discharge of Bidco's obligations under the Scheme to pay the monies represented thereby.

Each Scheme Shareholder's aggregate entitlement to cash consideration will be rounded down to the nearest whole penny.

17.3 Consideration under the Alternative Offer

Where Rollover Shares are issued to Scheme Shareholders pursuant to the Alternative Offer, certificates for the Rollover Shares will be despatched by first class post (or by international post or airmail, if overseas) within 14 days of the Effective Date to the relevant Scheme Shareholders at the address appearing in the register of members of FSFC at the Scheme Record Time or, in the case of joint holders, to the holder whose name appears first in such register in respect of the joint holding concerned.

Any fractional entitlements to Rollover Shares under the Alternative Offer will be rounded down to the nearest whole number of Rollover Shares per eligible Scheme Shareholder who has validly elected for the Alternative Offer. Fractional entitlements to Rollover Shares will not be allotted or issued to such Scheme Shareholder but will be disregarded, and the consideration for each applicable Scheme Share will be paid in cash in accordance with the terms of the Cash Offer.

If elections are validly received from eligible Scheme Shareholders in respect of a number of Scheme Shares that would require the issue of Rollover Shares exceeding the Alternative Offer Maximum, such elections will be unable to be satisfied in full. In these circumstances the number of Rollover Shares to be issued to each Scheme Shareholder who has validly elected for the Alternative Offer will be reduced pro rata to the number of Scheme Shares in respect of which valid elections are made by each such Scheme Shareholder, and the consideration for each Scheme Share that is not exchanged for Rollover Shares will be paid in cash in accordance with the terms of the Cash Offer.

The issuance of Rollover Shares pursuant to the Alternative Offer shall be conditional upon valid elections having been made for the Alternative Offer in respect of such number of Scheme Shares as shall correspond to, in aggregate, at least 5 per cent. of the Bidco Offer Shares, failing which no Rollover Shares will be issued and the consideration payable in respect of each Scheme Share will be settled in cash in accordance with the terms of the Cash Offer.

Scheme Shareholders should read Part X (Additional information on the Averon Park Group and the Bidco Shares) and Part XI (How to make an election for the Alternative Offer) of this Document which contain further details of the Alternative Offer, the Rollover Shares and how to make an Alternative Offer Election (including related eligibility requirements).

17.4 Right to withdraw or amend an Alternative Offer Election

A Scheme Shareholder who has returned a Form of Election and subsequently wishes to withdraw such election must notify Computershare in writing by no later than the Election Return Time. Such notice must contain an original signature and clearly specify whether the election is to be withdrawn. Any notices of this nature should be sent to Computershare at Corporate Actions Projects, Bristol BS99 6AH, United Kingdom. If the election was made through a TTE Instruction, Computershare should be contacted as soon as possible to seek to arrange electronic withdrawal or amendment in sufficient time to permit the withdrawal to be completed by the Election Return Time.

17.5 General

All documents and remittances sent to Scheme Shareholders will be sent at the risk of the person(s) entitled thereto.

On the Effective Date each certificate representing a holding of Scheme Shares will cease to be a valid document of title and should be destroyed or, at the request of FSFC, delivered up to FSFC, or to any person appointed by FSFC to receive the same.

In accordance with the Scheme, as from the Effective Date, FSFC shall procure that each holding of Scheme Shares credited to any stock account in CREST shall be disabled. With effect from, or as soon as practicable after, the Effective Date, Computershare on behalf of FSFC shall procure that Euroclear is instructed to cancel or transfer the entitlements to Scheme Shares of Scheme Shareholders in uncertificated form. Following cancellation of the entitlements to Scheme Shares of Scheme Shareholders in uncertificated form, FSFC shall procure (if necessary) that such entitlements to Scheme Shares are rematerialised.

Subject to the completion of the relevant forms of transfer or other instruments or instructions of transfer as may be required in accordance with the Scheme and the payment of any UK stamp duty thereon, FSFC shall make, or procure to be made, the appropriate entries in its register of members to reflect the transfer of the Scheme Shares to Bidco and/or its nominee(s).

Except with the consent of the Panel and subject to the provisions of paragraph 17.6 below, settlement of the consideration to which any Scheme Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other analogous right to which Bidco might otherwise be, or claim to be, entitled against such Scheme Shareholder.

All mandates and other instructions given to FSFC by Scheme Shareholders in force at the Scheme Record Time relating to Scheme Shares shall, as from the Effective Date, cease to be valid.

17.6 Dividends

Please refer to paragraph 2 of this Part II (Explanatory Statement) and paragraph 11 of Part B (Certain further terms of the Acquisition and the Scheme) of Part III (Conditions to, and certain further terms of, the Acquisition and the Scheme) of this Document for further information on dividends.

18. United Kingdom taxation

Your attention is drawn to Part VII (United Kingdom taxation) and Part VIII (Additional information for Overseas Shareholders) of this Document, which contain a summary of limited aspects of the UK tax treatment of the Scheme. This summary relates only to the position of certain categories of Scheme Shareholders (as explained further in Part VII (United Kingdom taxation) and Part VIII (Additional information for Overseas Shareholders) of this Document), does not constitute tax advice and does not purport to be a complete analysis of all potential UK tax consequences of the Scheme.

19. Overseas Shareholders

Overseas Shareholders should refer to Part VIII (Additional information for Overseas Shareholders) of this Document which contains important information relevant to such holders.

20. Further information

The terms of the Scheme are set out in full in Part IV (The Scheme of Arrangement) of this Document. Further information regarding FSFC, Bidco and Averon Park is set out in Part IX (Additional information on FSFC, Bidco and Averon Park) of this Document and further information on the Averon Park Group and the Bidco Shares is set out in Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document. Documents published and available for inspection are listed in paragraph 16 of Part IX (Additional information on FSFC, Bidco and Averon Park) of this Document.

21. Action to be taken

Notices of the Meetings are set out at Part XIV (Notice of Court Meeting) and Part XV (Notice of General Meeting), respectively, of this Document. If the Scheme becomes Effective, it will be binding on all Scheme Shareholders, including any Scheme Shareholders who were not eligible to vote, who did not vote or who voted against the Scheme at the Court Meeting.

Any changes to the arrangements for the Meetings will be communicated to Scheme Voting Shareholders and FSFC Shareholders before the Meetings through FSFC's website https://fsfc.foresightgroup.eu/offer-fsfc and, where appropriate, by announcement through a Regulatory Information Service.

Scheme Voting Shareholders and FSFC Shareholders are entitled to appoint a proxy in respect of some or all of their Scheme Voting Shares or FSFC Shares (as relevant) and may also appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. Scheme Voting Shareholders or FSFC Shareholders (as relevant) who wish to appoint more than one proxy in respect of their holding of Scheme Voting Shares or FSFC Shares (as relevant) should contact Computershare via the Shareholder Helpline as detailed at the end of this Explanatory Statement for further Forms of Proxy or photocopy the Forms of Proxy as required.

(A) Electronic appointment of proxies online at www.investorcentre.co.uk/eproxy

Proxies may be appointed electronically at Computershare's website, www.investorcentre.co.uk/eproxy. You will need to accept the relevant terms and conditions, enter the Control Number, Shareholder Reference Number (SRN) and PIN provided on the Forms of Proxy and follow the instructions given. For an electronic proxy appointment to be valid, the appointment must be received by Computershare not later than 10.00 a.m. on 12 July 2024 in the case of the Court Meeting and not later than 10.15 a.m. on 12 July 2024 in the case of the General Meeting or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting (excluding any part of such 48 hour period falling on a non-working day).

(B) Electronic appointment of proxies through CREST

FSFC may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

(C) Electronic appointment of proxies through Proxymity

(D) Sending Forms of Proxy by post

As an alternative to appointing proxies electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform, Scheme Voting Shareholders can complete a blue Form of Proxy for the Court Meeting and FSFC Shareholders can complete a white Form of Proxy for the General Meeting. Please complete and sign the Forms of Proxy in accordance with the instructions printed on them and return them to FSFC's registrar, Computershare, by post to Computershare at Corporate Actions Projects, Bristol BS99 6AH, United Kingdom so as to be received as soon as possible and in any event not later than the relevant times set out below:

Blue Form of Proxy for the Court Meeting	10.00 a.m. on 12 July 2024
White Form of Proxy for the General Meeting	10.15 a.m. on 12 July 2024

(E) Elections for the Alternative Offer

As an alternative to the Cash Offer, eligible Scheme Shareholders may elect to receive the Alternative Offer which, in turn, is an election to receive one Rollover Share in exchange for each Scheme Share, subject to the terms and conditions of the Alternative Offer (including that such election is in respect of all, but not part only, of their holding of Scheme Shares (subject as set out below in respect of CREST nominees that operate pooled accounts)). Further details of the Rollover Shares are set out in paragraphs 10 to 12 of this Part II (Explanatory Statement), Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document. Full instructions as to how to make an Alternative Offer Election are set out in Part XI (How to make an election for the Alternative Offer) of this Document.

If you are an eligible Scheme Shareholder who holds Scheme Shares in uncertificated form (that is, through CREST) and you wish to elect for the Alternative Offer, you will not receive, and should not submit a Form of Election. Instead, you should submit your election electronically by taking (or procuring to be taken) the actions set out in Part XI (How to make an election for the Alternative Offer) to transfer your Scheme Shares to the relevant escrow account using a TTE Instruction as soon as possible, and in any event so that the TTE Instruction settles no later than 1.00 p.m. on 22 July 2024. If you are a CREST personal member or other CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your participation ID and the member account ID under which your Scheme Shares are held. In addition, only your CREST sponsor will be able to send the TTE Instruction to Euroclear in relation to your Scheme Shares.

If you hold your Scheme Shares in both certificated and uncertificated form and you wish to make an election under the Alternative Offer, you must make separate elections in respect of each holding, completing a Form of Election in relation to the certificated holding(s) only. Similarly, if you hold Scheme Shares in certificated form but under different designations you should complete a separate Form of Election in respect of each designation. You can obtain further Forms of Election by contacting Computershare on the Shareholder Helpline detailed at the end of this Explanatory Statement. You must make elections in respect of your entire holdings or your purported elections in respect of such holdings will be treated as invalid by Bidco.

If you wish to receive cash for all the Scheme Shares that you hold at the Scheme Record Time and do not wish to make an election in respect of all the Scheme Shares you hold under the Alternative Offer, you are not required to return the green Form of Election or make a TTE Instruction electing for the Alternative Offer.

Shareholder Helpline

If you have any questions about this Document, the Court Meeting or the General Meeting, or are in any doubt as to how to submit your proxies electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform or to complete the Forms of Proxy or Form of Election or to submit a TTE Instruction, please call FSFC's registrar, Computershare, on +44 (0) 370 707 1231. Lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Computershare cannot provide any financial, legal or tax advice, or provide advice on the merits of the Acquisition or the Scheme, and calls may be recorded and monitored for security and training purposes.

Yours faithfully,

Edward Gibson-Watt For and on behalf of Stifel Nicolaus Europe Limited

PART III

CONDITIONS TO, AND CERTAIN FURTHER TERMS OF, THE ACQUISITION AND THE SCHEME

Part A: Conditions to the Acquisition and the Scheme

Long Stop Date

The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the provisions of the Code, by no later than 11.59 p.m. on the Long Stop Date.

Conditions of the Scheme

The Scheme is conditional upon:

(a)

(i) its approval by a majority in number representing not less than 75 per cent. of the voting rights of Scheme Voting Shareholders who are on the register of members of FSFC at the Voting Record Time (or the relevant class or classes thereof, if applicable) in each case present, entitled to vote and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting(s); and
(ii) the Court Meeting and any separate class meeting which may be required by the Court or any adjournment of any such meeting(s) being held on or before the 22nd day after the expected date of the Court Meeting as set out in this Document (or such later date, if any, as Bidco and FSFC may agree, with the consent of the Panel (and that the Court may allow, if required));

(b)

(i) the Special Resolution being duly passed by the requisite majority at the General Meeting or at any adjournment thereof; and
(ii) the General Meeting or any adjournment thereof being held on or before the 22nd day after the expected date of the General Meeting as set out in this Document (or such later date, if any, as Bidco and FSFC may agree, with the consent of the Panel (and that the Court may allow, if required)); and

(c)

(i) the sanction of the Scheme by the Court (without modification, or with any modification, addition or condition consented to by Bidco and FSFC (on behalf of all persons concerned) which the Court has approved or imposed (with the consent of the Panel where such consent is required under the Code));
(ii) the Court Sanction Hearing being held on or before the 22nd day after the expected date of the Court Sanction Hearing as set out in this Document (or such later date, if any, as Bidco and FSFC may agree, with the consent of the Panel (and that the Court may allow, if required)); and
(iii) the delivery of a copy of the Court Order to the Registrar of Companies for registration.

General Conditions

In addition, Bidco and FSFC have agreed that, subject as stated in Part B below and to the requirements of the Panel and in accordance with the Code, the Acquisition is also conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived prior to the Scheme being sanctioned by the Court:

General anti-trust and third-party clearances

(a) all notifications to, and filings with, any anti-trust regulator, government or governmental, quasigovernmental, supranational, statutory, regulatory, administrative, environmental, fiscal, professional or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state in any jurisdiction (each a "Relevant Authority") which are necessary or are reasonably considered appropriate by Bidco having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with, in each case in connection with the Acquisition or, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or proposed acquisition of any shares or other securities in, or control or management of, FSFC by any member of the Averon Park Group, and all such authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such authorisations;
(b) no Relevant Authority having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or required any action to be taken or enacted, or made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order, or otherwise having taken any other step or done anything, which would or might reasonably be expected to:
- (i) require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture, by any member of the Wider Bidco Group or any member of the Wider FSFC Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof) to the extent which, in any such case, is material in the context of the Wider FSFC Group or the Wider Bidco Group (as the case may be);
- (ii) require, prevent or materially delay, or materially alter the terms envisaged for, any proposed divestiture by any member of the Wider Bidco Group of any shares or other securities in FSFC or any other member of the Wider FSFC Group or in any member of the Wider Bidco Group;
- (iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in FSFC or any other member of the Wider FSFC Group or to exercise voting or management control over FSFC or any other member of the Wider FSFC Group to the extent which, in any such case, is material in the context of the Wider Bidco Group;
- (iv) otherwise adversely affect any or all of the business, assets, profits, value, financial or trading position or prospects of any member of the Wider Bidco Group or of any member of the Wider FSFC Group to the extent which, in any such case, is material in the context of the Wider Bidco Group or the Wider FSFC Group (as the case may be) taken as a whole;
- (v) make the Scheme, the Acquisition or, in each case, its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control or management of, FSFC or any other member of the Wider FSFC Group void, voidable, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent, restrain, restrict, prohibit, delay or otherwise adversely interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith, or require amendment to the terms of the Acquisition, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control of management of, FSFC or any other member of the Wider FSFC Group by any member of the Wider Bidco Group;
- (vi) require (save as envisaged pursuant to the Acquisition or, if applicable, sections 974 to 991 of the Companies Act) any member of the Wider Bidco Group or the Wider FSFC Group to acquire

or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider FSFC Group or the Wider Bidco Group or any other asset owned by any third party;

(vii) result in any member of the Wider FSFC Group or the Wider Bidco Group ceasing to be able to carry on business under any name under which it presently does so; or
(viii) impose any material limitation on or result in any material delay in the ability of any member of the Wider Bidco Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider FSFC Group and/or the Wider Bidco Group,

and all applicable waiting and other time periods (including extensions thereof) during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, FSFC or any other member of the Wider FSFC Group by any member of the Wider Bidco Group or otherwise intervene, having expired, lapsed or been terminated;

(c) all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals for the proposed acquisition of any shares or other securities in, or control or management of, FSFC or any other member of the Wider FSFC Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Relevant Authorities or persons or bodies with whom any member of the Wider FSFC Group has entered into contractual arrangements, and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary to carry on the business of any member of the Wider FSFC Group in any jurisdiction, remaining in full force and effect and all material filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same at the time at which the Acquisition becomes Effective or otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

Certain matters arising as a result of any arrangement, agreement etc.

(d) except as Disclosed, there being no provision of any agreement, arrangement, licence, lease, permit, franchise or other instrument to which any member of the Wider FSFC Group is a party or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Acquisition, the Scheme or the acquisition or proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in FSFC or because of a change in the control or management of FSFC or any other member of the Wider FSFC Group or otherwise, would or would reasonably be expected to result in any of the following (in any case, to an extent which is material and adverse in the context of the FSFC Group taken as a whole):
- (i) any monies borrowed by, or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any such member being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
- (ii) any assets or interests of, or any asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member;
- (iii) the creation or enforcement of any mortgage, charge, encumbrance or other security interest over the whole or any part of the business, property, assets or interests of any such member or any such mortgage, charge, encumbrance or other security interest (whenever created, arising or having arisen) becoming enforceable;
(iv) the rights, liabilities, obligations or interests of any such member under any such agreement, arrangement, licence, lease, permit, franchise or other instrument, or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being or becoming capable of being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;
(v) the value of any such member or its financial or trading position, profits or prospects being prejudiced or adversely affected;
(vi) any such member ceasing to be able to carry on business under any name under which it presently does so;
(vii) the creation or acceleration of any material liability, actual or contingent, by any such member, other than trade creditors or other liabilities incurred in the ordinary course of business;
(viii) any liability of any such member to make any severance, termination, bonus or other payment to any of its directors; or
(ix) any requirement on any such member to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent),

and no event having occurred which, under any provision of any agreement, arrangement, licence, lease, permit, franchise or other instrument to which any member of the Wider FSFC Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (ix) of this Condition, in each case, to the extent material in the context of the Wider FSFC Group taken as a whole.

Certain events occurring since 30 September 2023

(e) except as Disclosed, no member of the Wider FSFC Group having, since 30 September 2023:
- (i) save as between FSFC and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, issued, agreed to issue, or authorised or proposed the issue of, additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares of any class or convertible securities or transferred or sold any shares out of treasury;
- (ii) save as between FSFC and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise;
- (iii) authorised, implemented or effected any merger or demerger with any body corporate, partnership or business, any joint venture, asset or profit sharing arrangement, partnership, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement (other than the Scheme) or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, joint venture, asset or profit sharing arrangement, partnership, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement (other than the Scheme), transfer, mortgage, charge or security interest, in each case to an extent that is material in the context of the Wider FSFC Group taken as a whole;
- (iv) save as between FSFC and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made or authorised or proposed or announced an intention to propose any material change in its loan capital;
- (v) issued, authorised or proposed the issue of, or made any change in or to, any debentures or, save in the ordinary course of business, incurred or increased any indebtedness or become subject to any liability (actual or contingent);
- (vi) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;
- (vii) entered into or changed the terms of any contract with any director or senior executive;
(viii) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, agreement, arrangement, transaction or commitment (whether in respect of capital expenditure or otherwise) otherwise than in the ordinary course of business which is of a long term, onerous or unusual nature or magnitude or could reasonably be expected to involve an obligation of a nature or magnitude which is or would be reasonably likely to be restrictive on the business of any member of the Wider FSFC Group or the Wider Bidco Group or which restricts or would restrict the business of any member of the Wider FSFC Group or which involves an obligation of such a nature or magnitude or which is other than in the ordinary course of business;
(ix) been unable or admitted in writing that it is unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
(x) (other than in respect of a member of the Wider FSFC Group which is dormant and was solvent at the relevant time) taken or proposed any corporate action or steps or had any legal proceedings started or threatened against it for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;
(xi) commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise;
(xii) other than with respect to claims between FSFC and its wholly-owned subsidiaries or between such wholly owned subsidiaries, waived, settled, abandoned or compromised any claim or admitted any dispute, claim or counter-claim, whether made or potential and whether by or against any member of the Wider FSFC Group to the extent which is material in the context of the Wider FSFC Group;
(xiii) entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3(e);
(xiv) terminated or varied the terms of any agreement or arrangement between any member of the Wider FSFC Group and any other person in a manner which would or might reasonably be expected to be materially adverse to the Wider FSFC Group taken as a whole;
(xv) other than in connection with the Acquisition, made any material alteration to its constitutional documents;
(xvi) made, proposed, or agreed or consented to or procured any change to:
- (A) the terms of the trust deeds or other governing documents constituting the pension scheme(s) established by any member of the Wider FSFC Group for its directors, former directors, employees, former employees or their dependents;
- (B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;
- (C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined;
- (D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to; or
- (E) the manner in which the assets of such pension schemes are invested,

in each case, other than as required in accordance with applicable law;

(xvii) carried out any act (other than any act arising from or in connection with the Acquisition):
- (A) which would or could reasonably be expected to lead to the commencement of the winding up of any pension scheme(s) established by any member of the Wider FSFC Group for its directors, former directors, employees, former employees or their dependents;
- (B) which would or might create a material debt owed by an employer to any such pension scheme;
- (C) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any such pension scheme; or
- (D) which would, having regard to the published guidance of the Pensions Regulator, give rise to a liability on a member of the Wider FSFC Group to make payment to any such pension scheme arising out of the operation of sections 38 and 38A of the Pensions Act 2004;
(xviii) entered into or proposed to enter into one or more bulk annuity contracts in relation to any such pension scheme pursuant to which a member of the Wider FSFC Group is required to pay further contributions, or agreed to the entering into of a bulk annuity contract by a trustee of any such pension scheme, in each case other than as required in accordance with applicable law;
(xix) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider FSFC Group; or
(xx) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of FSFC Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

No adverse change, litigation or regulatory enquiry

(f) except as Disclosed, since 30 September 2023:
- (i) no adverse change or deterioration having occurred, and no circumstances having arisen which would or might reasonably be expected to result in any adverse change or deterioration, in the business, assets, financial or trading position or profits or prospects of any member of the Wider FSFC Group which, in each case, is material in the context of the Wider FSFC Group taken as a whole;
- (ii) no litigation, arbitration proceedings, prosecution or other legal or regulatory proceedings to which any member of the Wider FSFC Group is or may become a party (whether as a claimant, defendant or otherwise) and no investigation, enquiry or complaint by any Relevant Authority or other investigative body against or in respect of any member of the Wider FSFC Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Wider FSFC Group which, in each such case, might reasonably be expected to have a material adverse effect on the Wider FSFC Group taken as a whole;
- (iii) no contingent or other liability having increased or arisen or become apparent to Bidco which would be reasonably likely to adversely affect the business, assets, value of, or the financial or trading position, profits or prospects of any member of the Wider FSFC Group to an extent which is material in the context of the Wider FSFC Group taken as a whole;
- (iv) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider FSFC Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and reasonably likely to have a material adverse effect on the Wider FSFC Group taken as a whole; and
- (v) no member of the Wider FSFC Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the Wider FSFC Group taken as a whole;

No discovery of certain matters

(g) except as Disclosed, Bidco not having discovered (in each case to an extent which is material in the context of the Wider FSFC Group taken as a whole or material in the context of the Acquisition):
- (i) that any financial, business or other information concerning the Wider FSFC Group as contained in the information publicly announced before the Announcement Date or Disclosed to any member of the Wider Bidco Group or to any of the Wider Bidco Group's advisers or otherwise by or on behalf of any member of the Wider FSFC Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the Announcement Date by disclosure by or on behalf of the Wider FSFC Group through the publication of an announcement via a Regulatory Information Service or otherwise to Bidco or its advisers; or
- (ii) that any member of the Wider FSFC Group is subject to any liability (actual or contingent) which is not fairly disclosed in the annual report and audited financial statements of FSFC for the financial year ended 30 September 2023;
- (iii) that any past or present member of the Wider FSFC Group has failed to comply with any and/or all applicable legislation or regulations or other requirements of any jurisdiction, or any permit, authorisation or other consent, with regard to the use, treatment, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or animal health or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation, regulations or requirements, and wherever the same may have taken place) any of which use, treatment, storage, carriage, disposal, spillage, release, discharge, leak or emission or non-compliance would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider FSFC Group;
- (iv) that circumstances exist whereby a person or class of persons would be likely to have a claim in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider FSFC Group; or
- (v) that there is, or is reasonably likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider FSFC Group to make good, remediate, repair, reinstate or clean up any property, asset or controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider FSFC Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction;

Anti-corruption, sanctions and criminal property

(h) except as Disclosed, Bidco not having discovered that:
- (i) any past or present member, director, officer, employee or agent of the Wider FSFC Group is or has at any time engaged in any activity, practice or conduct that would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation or any person that performs or has performed services for or on behalf of the Wider FSFC Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation; or
- (ii) any asset of any member of the Wider FSFC Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or
- (iii) any past or present member, director, officer or employee of the Wider FSFC Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any business or activity with, or made any investments in, or made any funds or assets available to or received any funds or assets from: (a) any government, entity or individual in respect of which US or

European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the US Office of Foreign Assets Control, or HM Treasury in the United Kingdom; or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the European Union or any of its member states; or

(iv) any member of the Wider FSFC Group has engaged in any transaction that would cause Bidco or any other member of the Wider Bidco Group to be in breach of any law or regulation upon its acquisition of FSFC, including the economic sanctions of the US Office of Foreign Assets Control, or HM Treasury in the United Kingdom, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the European Union or any of its member states.

Part B: Certain further terms of the Acquisition and the Scheme

1. The Acquisition is subject to the satisfaction (or waiver, if permitted) of the Conditions in Part A above, and to certain further terms set out in this Part B.
1. Subject to the requirements of the Panel or the Court, Bidco reserves the right to waive, in whole or in part, all or any of the Conditions in Part A above, except for Conditions 1, 2(a)(i), 2(b)(i), 2(c)(i) and 2(c)(iii) which cannot be waived.
1. If any of Conditions 2(a)(ii), 2(b)(ii) or 2(c)(ii) are not satisfied by the deadline specified in the relevant Condition, Bidco shall make an announcement through a Regulatory Information Service by 8.00 a.m. on the Business Day following such deadline confirming whether, subject to paragraph 6 below, it has invoked the relevant Condition, waived the relevant deadline or agreed with FSFC (with the consent of the Panel (and as the Court may allow, if required)) to extend the relevant deadline. Conditions 2(a), 2(b) and 3(a) to 3(h) (inclusive) must be fulfilled, or (if capable of waiver) waived, by no later than 11.59 p.m. on the date immediately preceding the date of the Court Sanction Hearing. The Acquisition will lapse if it does not become Effective by 11.59 p.m. on the Long Stop Date.
1. Bidco shall be under no obligation to waive (if capable of waiver) or treat as satisfied any of the Conditions by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions to the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
1. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
1. Subject to paragraph 7 below, under Rule 13.5(a) of the Code, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.
1. Conditions 1, 2(a)(i), 2(b)(i), 2(c)(i) and 2(c)(iii) (and any Takeover Offer acceptance condition adopted on the basis specified in paragraph 15 of this Part B of this Part III (Conditions to, and certain further terms of, the Acquisition and the Scheme)) will not be subject to Rule 13.5(a) of the Code.
1. Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.
1. If Bidco is required by the Panel to make an offer for FSFC Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.
1. The Scheme Shares will be acquired by Bidco pursuant to the Acquisition fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights or interests of any nature

attaching or accruing thereto, including (without limitation) voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) or any other return of capital or value (whether by way of reduction of share capital or share premium account or otherwise) declared, made or paid in respect of the Scheme Shares by reference to a record date falling on or after the Effective Date.

1. Without prejudice to any right Bidco may have, with the consent of the Panel, to invoke Condition 3(e)(ii), if on or after the Announcement Date and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the FSFC Shares, Bidco reserves the right to reduce the consideration for the Scheme Shares due under the terms of the Cash Offer (and, as the case may be, the consideration for the Scheme Shares due under the Alternative Offer) under the terms of the Acquisition by an amount up to the amount of such dividend and/or other distribution and/or other return of capital or value (provided that, to the extent that such dividend or distribution or other return of capital or value is cancelled, the consideration shall not be subject to change). In such circumstances, Scheme Shareholders will be entitled to receive and retain any such dividend, distribution and/or other return of capital or value.
1. The availability of the Acquisition (including the Alternative Offer) to persons resident in, or citizens of, or otherwise subject to, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. FSFC Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
1. Unless otherwise determined by Bidco or required by the Code, the Acquisition (including the Alternative Offer) is not being made, directly or indirectly, in, into or from, or by use of the mails of, or any means of instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and shall not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.
1. The Acquisition will be governed by English law and be subject to the jurisdiction of the Court and to the Conditions and further terms set out in this Part III (Conditions to, and certain further terms of, the Acquisition and the Scheme) of this Document and those terms which are set out elsewhere in this Document. The Acquisition will also be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the Registrar of Companies.
1. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme, subject to obtaining the consent of the Panel. In such event, such Takeover Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments for an acquisition being made by way of a Takeover Offer including (without limitation) the inclusion of an acceptance condition set at 90 per cent. of the FSFC Shares to which the Takeover Offer relates (or such lesser percentage as may be determined by Bidco after consultation with the Panel (if necessary), being in any case more than 50 per cent. of the voting rights normally exercisable at a general meeting of FSFC, including, for this purpose, any such voting rights attaching to FSFC Shares that are issued before the Takeover Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient FSFC Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act to compulsorily acquire any outstanding FSFC Shares to which the Takeover Offer relates.

PART IV

THE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICE CR-2024-003103 BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (ChD)

IN THE MATTER OF FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT

(under Part 26 of the Companies Act 2006)

between

FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC

and

THE SCHEME SHAREHOLDERS

(as hereinafter defined)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:

"Acquisition"	the proposed acquisition by Bidco of the entire issued and to be issued ordinary share capital of FSFC not already owned by the Averon Park Group, to be implemented by means of this Scheme on the terms and subject to the Conditions set out in the Document and, where the context permits, any subsequent revision, variation, extension or renewal thereof;
"Alternative Offer"	the alternative offer to the Cash Offer under which eligible Scheme Shareholders may elect to receive Rollover Shares, further details of which are set out in paragraphs 10 to 12 of Part II (Explanatory Statement) and in Part X (Additional information on the Averon Park Group and the Bidco Shares) of the Document;
"Alternative Offer Election"	an election by an eligible Scheme Shareholder to accept the Alternative Offer pursuant to a Form of Election or a TTE Instruction, made in accordance with the instructions set out in Part XI (How to make an election for the Alternative Offer) of the Document;
"Alternative Offer Maximum"	the maximum number of Rollover Shares available to be issued to eligible Scheme Shareholders under the Alternative Offer, being the equivalent of 24.99 per cent. of the Bidco Offer Shares;

"Averon Park"	Averon Park Limited, a private limited company incorporated and registered in England and Wales with registered number 08669482, the registered office of which is at C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG;
"Averon Park Group"	Averon Park and its subsidiary undertakings from time to time;
"Bidco"	Arizona Bidco Limited, a private limited company incorporated and registered in England and Wales with registered number 15730327, the registered office of which is at C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG;
"Bidco A Ordinary Shares"	the A ordinary shares of £0.01 each in the capital of Bidco;
"Bidco Group"	Bidco and its subsidiary undertakings from time to time;
"Bidco Offer Shares"	the Bidco A Ordinary Shares and Rollover Shares to be issued on or around the Effective Date: (i) in order to capitalise an intercompany loan to be put in place between Blackmead and Bidco so as to fund the cash consideration payable by Bidco in respect of the Acquisition; (ii) in exchange for the transfer to Bidco from Blackmead of the 51,003,762 FSFC Shares currently held by Blackmead; and (iii) to meet any valid elections for Rollover Shares under the Alternative Offer;
"Blackmead"	Blackmead Infrastructure Limited, a private limited company incorporated and registered in England and Wales with registered number 08928992, the registered office of which is at C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG;
"Business Day"	a day (other than a Saturday, Sunday or public holiday) on which banks in London are open for normal business;
"Cash Offer"	the Offer Price, in cash, payable in consideration for each Scheme Share held (other than for any Scheme Shares for which a valid election is made for the Alternative Offer) under the terms, and subject to the Conditions of, the Acquisition;
"certificated" or "in certificated form"	where a share or other security is not in uncertificated form (that is, not in CREST);
"Code"	the City Code on Takeovers and Mergers issued by the Panel (as amended from time to time);
"Companies Act"	the Companies Act 2006 (as amended from time to time);
"Computershare"	Computershare Investor Services PLC, a public company limited by shares incorporated and registered in England and Wales with registered number 03498808, the registered office of which is at The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom;
"Conditions"	the conditions to the Acquisition and to the implementation of this Scheme set out in Part III (Conditions to, and certain further terms of, the Acquisition and the Scheme) of the Document;
"Court"	the High Court of Justice, Business and Property Courts of England and Wales, Companies Court;

"Court Meeting" the meeting of Scheme Voting Shareholders (including any adjournment, postponement or reconvention thereof) convened by order of the Court pursuant to section 896 of the Companies Act, notice of which is set out in Part XIV (Notice of Court Meeting) of the Document, for the purpose of considering and, if thought fit, approving this Scheme (without modification, or with any modification, addition or condition consented to by Bidco and FSFC (on behalf of all persons concerned) which the Court has approved or imposed (with the consent of the Panel where such consent is required under the Code)); "Court Order" the order of the Court sanctioning this Scheme under section 899 of the Companies Act; "Court Sanction Hearing" the hearing of the Court to sanction this Scheme under section 899 of the Companies Act and, if such hearing is adjourned, reference to the commencement of any such hearing shall mean the commencement of the final adjournment thereof; "CREST" the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations; "CREST Manual" the CREST Manual published by Euroclear, as amended from time to time; "CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from time to time; "Document" the circular dated 25 June 2024 addressed to FSFC Shareholders and persons with information rights of which this Scheme forms part; "Effective Date" the date on which this Scheme becomes effective in accordance with its terms; "Election Return Time" 1.00 p.m. on 22 July 2024; "Euroclear" Euroclear UK & International Limited, a private limited company incorporated and registered in England and Wales with registered number 02878738, the registered office of which is at 33 Cannon Street, London EC4M 5SB, the operator of CREST; "Excluded Shares" any FSFC Shares which, at the relevant time, are: (a) registered in the name of or beneficially owned by Averon Park or any other member of the Averon Park Group (or their nominee(s)); or (b) held in treasury; "Form of Election" the green form of election for use in respect of the Alternative Offer by Scheme Shareholders (other than Restricted Shareholders) who hold Scheme Shares in certificated form which, in the case of holders of Scheme Shares in certificated form, accompanies the Document; "FSFC" Foresight Sustainable Forestry Company plc, a public company limited by shares incorporated and registered in England and Wales with registered number 13594181, the registered office of which is at Foresight Group, The Shard, 32 London Bridge Street, London SE1 9SG;

"FSFC Articles"	the articles of association of FSFC in force from time to time;
"FSFC Shareholder(s)"	holder(s) of FSFC Shares from time to time;
"FSFC Share(s)"	the ordinary shares of £0.01 each in the capital of FSFC;
"General Meeting"	the general meeting of FSFC Shareholders (including any adjournment, postponement or reconvention thereof) convened for the purpose of considering and, if thought fit, approving the Special Resolution by the notice set out in Part XV (Notice of General Meeting) of the Document;
"holder(s)"	(a) registered holder(s) and includes any person(s) entitled by transmission;
"Investment Manager"	Foresight Group LLP, a limited liability partnership incorporated and registered in England and Wales with registered number OC300878, the registered office of which is at C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG, the investment manager of both FSFC and Averon Park;
"KYC Information"	such materials and information with respect to a Scheme Shareholder and/or underlying indirect owner who holds Scheme Shares through a nominee or similar arrangement (and, to the extent applicable, their directors, shareholders, members, affiliates and other relevant parties) as requested by Bidco in order to satisfy any applicable anti-money laundering, anti-bribery and corruption, anti-sanctions and "Know Your Client" checks reasonably required by Bidco or its associates;
"Latest Practicable Date"	close of business on 24 June 2024, being the latest practicable date before publication of the Document;
"Long Stop Date"	31 October 2024 or such later date (if any): (i) as may be agreed in writing by Bidco and FSFC (with the Panel's consent if required and (if required) as the Court may allow); or (ii) at the direction of the Panel under the Note on Section 3 of Appendix 7 to the Code;
"Offer Price"	97 pence for each Scheme Share payable under the Cash Offer;
"Overseas Shareholders"	holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;
"Panel"	the Panel on Takeovers and Mergers, or its successor from time to time;
"Registrar of Companies"	the registrar of companies in England and Wales;
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for Bidco or FSFC if information or documentation concerning the Acquisition is without any amendment sent, published or made available to FSFC Shareholders in that jurisdiction without any amendment;
"Restricted Shareholder"	a person (including, without limitation, an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom Bidco reasonably believes to be in, any jurisdiction (whether or not a Restricted Jurisdiction) whom Bidco is advised to treat as a

		restricted overseas person in order to observe the laws of such jurisdiction or other applicable law or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality of such jurisdiction which Bidco regards as unduly onerous and who Bidco requires FSFC to treat as a "Restricted Shareholder" pursuant to clause 6 of this Scheme;
"Rollover Shares"	the B ordinary shares of £0.01 each in the capital of Bidco and "Rollover Share" shall be construed accordingly;
"Scheme"		this scheme of arrangement under Part 26 of the Companies Act between FSFC and the Scheme Shareholders in order to implement the Acquisition, in its present form or with or subject to any modification, addition or condition consented to by Bidco and FSFC (on behalf of all persons concerned) which the Court has approved or imposed (with the consent of the Panel where such consent is required under the Code);
"Scheme Record Time"	6.00 p.m. on the day that is one Business Day after the Court Sanction Hearing;
"Scheme Shareholder(s)"	holder(s) of Scheme Shares from time to time;
"Scheme Shares"	all FSFC Shares:
	(a)	in issue at the date of the Document and which remain in issue at the Scheme Record Time;
	(b)	if any, issued after the date of the Document but before the Voting Record Time and which remain in issue at the Scheme Record Time; and
	(c)	if any, issued at or after the Voting Record Time but at or before the Scheme Record Time and which remain in issue at the Scheme Record Time, either on terms that the original or any subsequent holders of such shares are to be bound by this Scheme or in respect of which their holders are, or shall have agreed in writing to be, bound by this Scheme,
		but, in each case, other than the Excluded Shares;
"Scheme Voting Shareholder(s)"		holder(s) of Scheme Voting Shares from time to time;
"Scheme Voting Shares"	the Scheme Shares in issue at the Voting Record Time, other than any Scheme Shares beneficially owned or controlled by Mr Stephen Thayer;
"Special Resolution"	the special resolution to be proposed at the General Meeting in connection with, among other things, the implementation of this Scheme and the alteration of the FSFC Articles and such other matters as may be necessary or appropriate to implement this Scheme;
"TTE Instruction"		a transfer to escrow instruction (as defined in the CREST Manual);
"UK" or "United Kingdom"		the United Kingdom of Great Britain and Northern Ireland;
"uncertificated" or "in uncertificated form"	a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;

"Voting Record Time"	6.30 p.m. on the day which is two Business Days prior to the date of the Court Meeting and the General Meeting or, if the Court Meeting and/or the General Meeting is adjourned, 6.30 p.m. on the day which is two Business Days before the date of such adjourned meeting(s); and

"£" pounds sterling, the lawful currency for the time being of the UK and references to "pence" and "p" shall be construed accordingly.

(B) In this Scheme:
- (i) all references to times of day are to London time; and
- (ii) all references to clauses and sub-clauses are to clauses and sub-clauses of this Scheme.
(C) As at the Latest Practicable Date, the issued share capital of FSFC comprised 172,056,075 ordinary shares of £0.01 each, all of which are credited as fully paid up. As at the Latest Practicable Date no FSFC Shares were held in treasury.
(D) Bidco was incorporated on 20 May 2024 under the laws of England and Wales as a private limited company for the purpose of carrying out the Acquisition.
(E) As at the Latest Practicable Date, neither Bidco nor any member of the Bidco Group nor any person acting in concert (within the meaning of the Code) with Bidco, is the registered holder of, or beneficially owns, any FSFC Shares, save that:
- (i) Averon Park beneficially owns, through Blackmead, in aggregate 51,003,762 FSFC Shares (which are Excluded Shares for the purposes of this Scheme);
- (ii) the Investment Manager beneficially owns, in aggregate, one FSFC Share;
- (iii) Mr Robert Guest, the co-investment manager of FSFC, beneficially owns, in aggregate, 42,386 FSFC Shares;
- (iv) Mr Richard Kelly, the co-investment manager of FSFC, beneficially owns, in aggregate, 43,000 FSFC Shares; and
- (v) Mr Ricardo Pineiro, a member of the Investment Manager's Executive Committee, beneficially owns, in aggregate, 10,000 FSFC Shares.
(F) Mr Stephen Thayer, a director of Blackmead, beneficially owns, in aggregate, 10,000 FSFC Shares (in respect of which Mr Thayer has consented to be treated as a separate class of Scheme Shareholder not entitled to attend or vote at the Court Meeting).
(G) Bidco has agreed, subject to the satisfaction or (where applicable) waiver of the Conditions (other than Condition 2(c) set out in Part A (Conditions to the Acquisition and the Scheme) of Part III (Conditions to, and certain further terms of, the Acquisition and the Scheme)) set out in the Document, to appear by Counsel at the hearing to sanction this Scheme and to undertake to the Court to be bound by the provisions of this Scheme in so far as it relates to Bidco and to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it to give effect to this Scheme.
(H) The Bidco Group will rely upon the Court's sanctioning of this Scheme for the purpose of qualifying for the exemption from the registration requirements of the US Securities Act of 1933 (as amended), provided by Section 3(a)(10) thereof with respect to the Rollover Shares to be issued pursuant to the Alternative Offer.

THE SCHEME

1. Transfer of Scheme Shares

(A) Upon and with effect from the Effective Date, Bidco (and/or its nominee(s)) shall acquire all the Scheme Shares fully paid up, with full title guarantee, free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever, and together with all rights or interests of any nature at the Effective Date or thereafter attached or accruing thereto, including (without limitation) voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) and any other return of capital or value (whether by way of reduction of share capital or share premium account or otherwise) declared, made or paid in respect of the Scheme Shares by reference to a record date falling on or after the Effective Date.
(B) For the purposes of such acquisition, the Scheme Shares shall be transferred to Bidco (and/or its nominee(s)) and such transfer shall be effected by means of a form of transfer or other instrument or instruction of transfer and to give effect to such transfer(s) any person may be appointed by Bidco as attorney and/or agent and shall be authorised as such attorney and/or agent on behalf of the relevant holder of Scheme Shares to execute and deliver as transferor a form of transfer or other instrument of transfer (whether as a deed or otherwise) of, or give any instruction to transfer, such Scheme Shares and every form, instrument or instruction of transfer so executed or instruction given shall be as effective as if it had been executed or given by the holder or holders of the Scheme Shares thereby transferred. Such instruments, forms or instructions of transfer shall be deemed to be the principal instruments of transfer and the equitable and beneficial interest in the Scheme Shares shall only be transferred to Bidco (and/or its nominee(s)), together with the legal interest in such Scheme Shares, pursuant to such instruction, forms or instruments of transfer.
(C) With effect from the Effective Date and pending the transfer of the Scheme Shares pursuant to sub-clause 1(A) and sub-clause 1(B) of this Scheme and the updating of the register of members of FSFC to reflect such transfer, each Scheme Shareholder irrevocably:
- (i) appoints Bidco (and/or its nominee(s)) as its attorney and/or agent to exercise on its behalf (in place of and to the exclusion of the relevant Scheme Shareholder) any voting rights attached to its Scheme Shares and any or all rights and privileges (including the right to requisition the convening of a general meeting of FSFC or of any class of its shareholders) attaching to its Scheme Shares;
- (ii) appoints Bidco (and/or its nominee(s)) and any one or more of its directors or agents to sign on behalf of such Scheme Shareholder any such documents, and do such things, as may in the opinion of Bidco and/or any one or more of its directors or agents be necessary or desirable in connection with the exercise of any votes or any other rights or privileges attaching to its Scheme Shares (including, without limitation, an authority to sign any consent to short notice of any general or separate class meeting of FSFC as attorney or agent for, and on behalf of, such Scheme Shareholder and/or to attend, speak and/or to execute a form of proxy in respect of its Scheme Shares appointing any person nominated by Bidco and/or any one or more of its directors or agents to attend any general and separate class meetings of FSFC (or any adjournment thereof) and to exercise or refrain from exercising the votes attaching to the Scheme Shares on such Scheme Shareholder's behalf); and
- (iii) authorises FSFC and/or its agents to send to Bidco (and/or its nominee(s)) any notice, circular, warrant or other document or communication which may be required to be sent to them as a member of FSFC in respect of such Scheme Shares (including any share certificate(s) or other document(s) of title issued as a result of conversion of their Scheme Shares into certificated form), such that from the Effective Date, no Scheme Shareholder shall be entitled to exercise any voting rights attached to the Scheme Shares or any other rights or privileges attaching to the Scheme Shares otherwise than in accordance with the directions of Bidco.
(D) With effect from the Effective Date, each eligible Scheme Shareholder who has validly elected for the Alternative Offer irrevocably appoints FSFC and/or Bidco and/or any one or more of their respective directors as its agent and/or attorney to sign, execute and deliver as a deed on behalf of such Scheme Shareholder (in such form as Bidco may require) any exchange agreement, instrument of transfer or

other instrument or document deemed by Bidco (in its absolute discretion) to be necessary or desirable to effect the steps set out in sub-clause 3(A).

(E) FSFC shall register, or procure the registration of, any transfer(s) of Scheme Shares effected in accordance with sub-clause 1(A) and sub-clause 1(B) of this Scheme.

2. Consideration for the transfer of Scheme Shares

(A) In consideration for the transfer of the Scheme Shares to Bidco (and/or its nominee(s)) pursuant to clause 1 of this Scheme, Bidco shall, subject as hereinafter provided, pay or procure that there shall be paid to or for the account of each Scheme Shareholder (as appearing on the register of members of FSFC at the Scheme Record Time):

for each Scheme Share: 97 pence in cash

(B) If, prior to the Effective Date, any dividend, distribution or other return of capital or value is declared, made or paid or becomes payable by FSFC in respect of the Scheme Shares, Bidco may reduce the Offer Price (and, as the case may be, the consideration due under the Alternative Offer) by an amount up to the amount of such dividend, distribution or other return of capital or value so declared, made, paid or payable per Scheme Share.
(C) If Bidco exercises the right referred to in sub-clause 2(B) of this Scheme to reduce the Offer Price (and, as the case may be, the consideration due under the Alternative Offer) by all or part of the amount of any dividend and/or other distribution and/or other return of capital or value that has not been paid but is payable by reference to a record date prior to the Effective Date:
- (i) Scheme Shareholders appearing on the register of members at the relevant record time as determined by the directors of FSFC shall be entitled to receive and retain that dividend and/or other distribution and/or other return of capital or value in respect of the Scheme Shares they held at such record time;
- (ii) any reference in this Scheme and the Document to the Offer Price (and, as the case may be, the consideration due under the Alternative Offer) payable under this Scheme shall be deemed to be a reference to the Offer Price (and, as the case may be, the consideration due under the Alternative Offer) as so reduced; and
- (iii) the exercise of such rights shall not be regarded as constituting any revision or modification of the terms of this Scheme.
(D) To the extent that any such dividend, distribution and/or other return of capital or value is announced, declared, made, paid or is payable and: (i) the Scheme Shares are transferred pursuant to the Acquisition on a basis which entitles Bidco (and/or its nominees) alone to receive the dividend and/or distribution and/or other return of capital or value and to retain it; or (ii) such dividend and/or distribution and/or other return of capital or value is cancelled, the Offer Price payable (and, as the case may be, the consideration due under the Alternative Offer) under the terms of this Scheme shall not be subject to change in accordance with sub-clause 2(B) of this Scheme.

3. Alternative Offer

(A) Conditional on and subject to the remainder of this clause 3, to the extent that any Scheme Shareholder appearing in the register of members at the Scheme Record Time (other than a Restricted Shareholder) validly elects for the Alternative Offer in respect of all (but not part only) of their holding of Scheme Shares in accordance with this clause 3, Bidco shall, in consideration for the transfer of the Scheme Shares to Bidco, subject as hereinafter provided, for each Scheme Share held by the Scheme Shareholder at the Scheme Record Time in respect of which a valid election has been made and not scaled back under sub-clause 3(C) of this Scheme, allot and issue to such Scheme Shareholder, one Rollover Share.
(B) The issuance of Rollover Shares pursuant to the Alternative Offer shall be conditional upon valid elections having been made for the Alternative Offer in respect of at least, in aggregate, 8,602,804 Scheme Shares (which shall correspond to, in aggregate, at least 5.00 per cent. of the Bidco Offer

Shares). If the condition set out in this sub-clause 3(B) is not met, any Scheme Shares in respect of which an Alternative Offer Election has been made shall be deemed to be Scheme Shares in respect of which no Alternative Offer Election has been made, and the consideration in respect of all Scheme Shares shall be settled by way of cash consideration in accordance with clause 2 of this Scheme.

(C) The maximum number of Rollover Shares available to eligible Scheme Shareholders under the Alternative Offer is limited to, in aggregate, 42,996,813 Rollover Shares (which shall correspond to, in aggregate, 24.99 per cent. of the Bidco Offer Shares) (the "Alternative Offer Maximum"). If valid Alternative Offer Elections are received which, in aggregate, exceed the Alternative Offer Maximum:
- (i) the number of Scheme Shares in respect of which each eligible Scheme Shareholder has made a valid Alternative Offer Election shall be scaled down to the proportion of such Scheme Shares that the Alternative Offer Maximum bears to the total number of Scheme Shares in respect of which Alternative Offer Elections have been made (rounding such number of Scheme Shares down to the nearest whole number of Scheme Shares); and
- (ii) the balance of the Scheme Shares that are the subject of such Alternative Offer Election shall be deemed to be Scheme Shares in respect of which no Alternative Offer Election has been made and the balance of the consideration shall be settled in cash in accordance with clause 2.
(D) An eligible Scheme Shareholder may make an Alternative Offer Election in respect of all (but not part only) of the Scheme Shares held by them at the Election Return Time and any purported election for less than their entire holding of Scheme Shares will be invalid. For this purpose, each portion of a Scheme Shareholder's holding which is recorded in the register of members of FSFC by reference to a separate designation at the Election Return Time, whether in certificated or uncertificated form, shall be treated as a separate holding.
(E) Any fractional entitlements of an eligible Scheme Shareholder who has validly elected to receive Rollover Shares under the Alternative Offer will be rounded down to the nearest whole number of Rollover Shares. Fractional entitlements to Rollover Shares will not be allotted or issued to such eligible Scheme Shareholder but will be disregarded, and the consideration for each applicable Scheme Share will be paid in cash in accordance with the terms of the Cash Offer. For the purposes of determining fractional entitlements, each portion of a Scheme Shareholder's holding which is recorded in the register of members of FSFC by reference to a separate designation at the Scheme Record Time, whether in certificated or uncertificated form, shall be treated as a separate holding.
(F) The Rollover Shares shall be issued credited as fully paid and together with all rights attaching to them including, without limitation, the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made by Bidco in relation to such Rollover Shares (as applicable) by reference to a record date falling on or after the Effective Date.
(G) In the case of Scheme Shareholders who hold Scheme Shares in certificated form, an election under the Alternative Offer shall be made by completion of a Form of Election which shall be signed by the Scheme Shareholder or their duly authorised attorney (or, in the case of a body corporate, executed by an authorised representative), and in the case of joint holders by or on behalf of all such holders. To be effective, the Form of Election must be completed and returned, in accordance with the instructions printed thereon so as to arrive by no later than the Election Return Time, to Computershare at Corporate Actions Projects, Bristol BS99 6AH, United Kingdom. In the case of Scheme Shareholders who hold Scheme Shares in uncertificated form, an Alternative Offer Election shall be made by delivery of a TTE Instruction validly electing for the Alternative Offer by no later than the Election Return Time. A Scheme Shareholder, and any underlying indirect owner who holds Scheme Shares through a nominee or similar arrangement, who wishes to elect for the Alternative Offer may, at the sole discretion of Bidco, be required to deliver to Bidco or its agent by no later than the Election Return Time such KYC Information as is requested by Bidco.
(H) If a Form of Election or TTE Instruction electing for the Alternative Offer is received after the Election Return Time, or is received before such time but is not, or is deemed not to be, valid or complete in all respects at such time (including in the event that KYC Information requested by Bidco has not been received in a form satisfactory to Bidco at or prior to such time), then such election shall be void unless FSFC and Bidco, in their absolute discretion, elect to treat as valid in whole or in part any such election.
(I) Upon execution and delivery by a Scheme Shareholder of a valid Form of Election or TTE Instruction electing for the Alternative Offer, such Scheme Shareholder shall be bound by the terms and provisions contained in the Form of Election or the TTE Instruction (as the case may be) and by the terms and provisions contained in the Document.
(J) A Form of Election duly completed and delivered or TTE Instruction electing for the Alternative Offer made in accordance with this clause 3 may be withdrawn by notice to Computershare at Corporate Actions Projects, Bristol BS99 6AH, United Kingdom in writing (in the case of a Form of Election) or through CREST (in the case of a TTE Instruction) so as to be received, in either case, by no later than the Election Return Time.
(K) If a Scheme Shareholder delivers more than one Form of Election or TTE Instruction electing for the Alternative Offer in respect of their Scheme Shares, in the case of an inconsistency between such Forms of Election or TTE Instructions, the last Form of Election or TTE Instruction which is delivered by the Election Return Time shall prevail over any earlier Form(s) of Election or TTE Instruction(s). The delivery time for a Form of Election or TTE Instruction shall be determined on the basis of which Form of Election or TTE Instruction is last sent or, if Computershare is unable to determine which is last sent, is last received. Forms of Election which are sent in the same envelope shall be treated for these purposes as having been sent and received at the same time and, in the case of an inconsistency between such Forms of Election, none of them shall be treated as valid (unless FSFC and Bidco otherwise determine in their absolute discretion).
(L) Any underlying indirect owner who holds Scheme Shares through a nominee or similar arrangement and who wishes to elect for the Alternative Offer may need first to arrange with such nominee or similar registered holder for the transfer of such Scheme Shares into, and then make an election for the Alternative Offer in, its own name.
(M) Any election made by Scheme Shareholders for the Alternative Offer shall not affect the entitlements of Scheme Shareholders who do not make any such election. If a Scheme Shareholder has elected for the Alternative Offer, then: (i) the validity of such election shall not be affected by any alteration in the number of Scheme Shares held by such holder at any time prior to the Scheme Record Time; and (ii) accordingly, such election shall apply, subject to sub-clause 3(C), in respect of all of the Scheme Shares held by such holder at the Scheme Record Time.
(N) Minor adjustments to the entitlements of Scheme Shareholders pursuant to any Alternative Offer Election made under this Scheme may be made by Computershare with the prior consent of FSFC and Bidco on a basis that FSFC and Bidco consider to be fair and reasonable. Such adjustments shall be final and binding on Scheme Shareholders. Neither Bidco nor FSFC shall be liable to any Scheme Shareholder in respect of any adjustment, decision or determination made pursuant to this clause 3.

4. Settlement and despatch of consideration

Cash Offer

(A) As soon as practicable after the Effective Date, and in any event not more than 14 days after the Effective Date (unless the Panel agrees otherwise), Bidco shall:
- (i) in the case of the Scheme Shares which at the Scheme Record Time are in certificated form, procure payment is made by cheque or by electronic payment should there already be a valid mandate held on file by Computershare for the sums payable to the persons entitled thereto in accordance with clause 2 of this Scheme, provided if the amount payable to any Scheme Shareholder exceeds £1,000,000, Bidco reserves the right to make arrangements with such Scheme Shareholder to effect electronic payment of such amount instead of paying by cheque. Bidco further reserves the right to make payment of the said consideration by any other method approved by the Panel;
- (ii) in the case of the Scheme Shares which at the Scheme Record Time are in uncertificated form, instruct, or procure the instruction of, Euroclear to create an assured payment obligation in respect of the sums payable to the Scheme Shareholder in accordance with the CREST assured payment arrangements, provided that Bidco reserves the right to make payment of the said consideration by electronic payment or by cheque as aforesaid in sub-clause 4(A)(i) of this Scheme if, for reasons

outside its reasonable control, it is not able to effect settlement in accordance with this sub-clause 4(A)(ii) or to do so would incur material additional costs.

(B) With effect from the Scheme Record Time, each holding of Scheme Shares credited to any stock account in CREST shall be disabled and all Scheme Shares shall be removed from CREST in due course.
(C) All cheques shall be in pounds sterling and drawn on a United Kingdom clearing bank and shall be made payable to the Scheme Shareholder(s) concerned (except that, in the case of joint holders, Bidco reserves the right to make such cheques payable to that one of the joint holders whose name stands first in the register of members of FSFC in respect of such holding at the Scheme Record Time), and the encashment of any such cheque or the making of an electronic payment in accordance with this clause 4 shall be a complete discharge of Bidco's obligation under this Scheme to pay the monies represented thereby. Bidco shall despatch or procure the despatch of cheques, and make electronic payments, within 14 days of the Effective Date (unless the Panel otherwise agrees).
(D) In respect of payments made through CREST, Bidco shall instruct, or procure the instruction of, Euroclear to create an assured payment obligation in accordance with the CREST assured payment arrangements within 14 days of the Effective Date (unless the Panel otherwise agrees). The instruction of Euroclear shall be a complete discharge of Bidco's obligations under this Scheme with reference to payments made through CREST.

Alternative Offer

(E) Settlement of any consideration to be satisfied by the issue of Rollover Shares shall be effected by the issue of Rollover Shares to which the relevant Scheme Shareholder is entitled (regardless of whether the Scheme Shares are held in certificated or uncertificated form) in certificated form only.
(F) Definitive share certificates for Rollover Shares will be despatched to each relevant Scheme Shareholder (or such other person as they may direct) within 14 days of the Effective Date (unless the Panel otherwise agrees).

General

(G) All deliveries of notices, cheques, statements of entitlement or share certificates required to be made pursuant to this Scheme shall be effected by sending the same by first class post in pre-paid envelopes or by international standard post if overseas (or by such other method as may be approved by the Panel) addressed to the persons entitled thereto at their respective addresses as appearing in the register of members of FSFC at the Scheme Record Time or, in the case of joint holders, to the address of the holder whose name stands first in such register in respect of the joint holding concerned at such time, and none of FSFC, Bidco or their respective agents or nominees shall be responsible for any loss or delay in the transmission of any notices, cheques, statements of entitlement or share certificates sent in accordance with this sub-clause 4(G), which shall be sent at the risk of the person or persons entitled thereto.
(H) None of FSFC, Bidco or their respective agents or nominees shall be responsible for any loss or delay in the transmission or delivery of any notices, cheques, statements of entitlement or share certificates sent in accordance with this clause 4, which shall be sent at the risk of the person or persons entitled thereto.
(I) The preceding sub-clauses of this clause 4 shall take effect subject to any prohibition or condition imposed by law.

5. Certificates in respect of Scheme Shares and cancellation of CREST entitlements

With effect from, or as soon as practicable after, the Effective Date:

(A) all certificates representing Scheme Shares shall cease to be valid or have effect as documents of title to the shares represented thereby and every holder of Scheme Shares shall be bound at the request of FSFC to deliver up the same to FSFC (or any person appointed by FSFC to receive such certificates), or, as it may direct, to destroy the same;

(B) FSFC shall procure that Euroclear is instructed to cancel or transfer the entitlements to Scheme Shares of holders of the Scheme Shares in uncertificated form;
(C) following cancellation of the entitlements to Scheme Shares of the holders of Scheme Shares in uncertificated form, FSFC shall procure that such entitlements to Scheme Shares are rematerialised; and
(D) subject to the completion of such forms of transfer or other instruments or instructions of transfer as may be required in accordance with clause 1 of this Scheme and the payment of any UK stamp duty thereon, FSFC shall make or procure to be made, the appropriate entries in its register of members to reflect the transfer of the Scheme Shares to Bidco and/or its nominee(s).

6. Prohibition by law and Overseas Shareholders

(A) The provisions of clauses 3 and 4 of this Scheme shall be subject to any prohibition or condition imposed by law. Without prejudice to the generality of the foregoing, if, in the case of any Scheme Shareholder having a registered address outside the United Kingdom or whom Bidco reasonably believes to be a citizen, resident or national of a country other than the United Kingdom, Bidco is advised that the issue of Rollover Shares or the provision to such Scheme Shareholder of the right to make an election under the Alternative Offer would or may infringe the law of any such country or jurisdiction or would or may require compliance by FSFC or Bidco or the relevant Scheme Shareholder (as the case may be) with any governmental or other consent or any registration, filing or other formality with which FSFC, Bidco or the relevant Scheme Shareholder (as the case may be) is unable to comply or compliance with which (if it would or may require compliance by FSFC or Bidco) FSFC or Bidco (as the case may be) in its absolute discretion, regards as unduly onerous, then Bidco may, in its sole discretion, require FSFC to treat such Scheme Shareholder as a Restricted Shareholder for the purposes of this Scheme and any purported election for the Alternative Offer made by such Scheme Shareholder shall be void, the omission to send a Form of Election to such Scheme Shareholder (where they hold their Scheme Shares in certificated form) shall not constitute a breach by FSFC or Bidco (as the case may be) of any of their respective obligations under this Scheme, and such Scheme Shareholder shall receive cash consideration for the transfer of their Scheme Shares in accordance with clause 2.
(B) Neither Bidco nor FSFC shall be liable to any Scheme Shareholder in respect of any determination made pursuant to this clause 6.

7. Mandates

All mandates and other instructions given to FSFC by Scheme Shareholders in force at the Scheme Record Time relating to Scheme Shares shall, as from the Effective Date, cease to be valid.

8. Operation of this Scheme

(A) This Scheme shall become effective as soon as a copy of the Court Order shall have been delivered to the Registrar of Companies.
(B) Unless this Scheme has become effective on or before 11.59 p.m. on the Long Stop Date, this Scheme shall never become effective.

9. Modification

FSFC and Bidco may jointly consent on behalf of all persons concerned to any modification of, or addition or condition to, this Scheme which the Court may approve or impose. Any such modification or addition shall require the consent of the Panel where such consent is required under the Code. For the avoidance of doubt, no modification of this Scheme may be made pursuant to this clause 9 once this Scheme has taken effect.

10. Governing law

This Scheme is governed by English law and is subject to the exclusive jurisdiction of the English courts. The rules of the Code apply to this Scheme.

Dated 25 June 2024

PART V

FINANCIAL AND RATINGS INFORMATION

Part A: Financial information relating to FSFC

The following sets out financial information in respect of FSFC as required by Rule 24.3 of the Code. The documents referred to below, the contents of which have previously been announced through a Regulatory Information Service, are incorporated into this Document by reference pursuant to Rule 24.15 of the Code:

l the audited accounts of FSFC for the financial year ended 30 September 2023 are set out on pages 81-112 (both inclusive) of FSFC's annual report and financial statements for the year ended 30 September 2023 available from FSFC's website at https://fsfc.foresightgroup.eu/shareholder-centre;
l the audited accounts of FSFC for the financial year ended 30 September 2022 are set out on pages 80-116 (both inclusive) of FSFC's annual report and financial statements for the period from 31 August 2021 (incorporation) to 30 September 2022 available from FSFC's website at https://fsfc.foresightgroup.eu/shareholder-centre;
l copies of the following half-yearly financial reports or interim financial statements and preliminary announcements made by FSFC since the date of its last published audited accounts:
- l the interim report and unaudited financial statements for the six months ended 31 March 2024 available from FSFC's website at https://fsfc.foresightgroup.eu/shareholder-centre; and
- l the announcement, released on 10 May 2024, under the heading "31 March 2024 Net Asset Value and Company Update" available from FSFC's website at https://fsfc.foresightgroup.eu/shareholder-centre.

Part B: FSFC ratings information

There are no current ratings or outlooks publicly accorded to FSFC by ratings agencies.

Part C: Financial information relating to Bidco

Bidco was incorporated on 20 May 2024 and has not traded or paid any dividends since its date of incorporation. Accordingly, no financial information is available or has been published in respect of Bidco. Bidco has no material assets or liabilities, in each case other than those described in this Document in connection with the Acquisition.

Following the Scheme becoming Effective, the earnings, assets and liabilities of Bidco will include the consolidated earnings, assets and liabilities of the FSFC Group on the Effective Date.

Part D: Bidco ratings information

As Bidco was incorporated on 20 May 2024, has not traded since its date of incorporation and was incorporated for the sole purpose of carrying out the Acquisition, there are no current ratings or outlooks publicly accorded to Bidco by ratings agencies.

Part E: Financial information relating to Averon Park

The following sets out financial information in respect of Averon Park as required by Rule 24.3 of the Code. The documents referred to below are incorporated into this Document by reference pursuant to Rule 24.15 of the Code:

l the audited accounts of Averon Park for the financial year ended 31 March 2023 are set out on pages 17-57 (both inclusive) of Averon Park's annual report and financial statements for the year ended 31 March 2023 available from Averon Park's website at averonpark.co.uk/shareholder-information; and

l the audited accounts of Averon Park for the financial year ended 31 March 2022 are set out on pages 17-52 (both inclusive) of Averon Park's annual report and financial statements for the year ended 31 March 2022 available from Averon Park's website at averonpark.co.uk/shareholder-information.

Part F: Averon Park ratings information

There are no current ratings or outlooks publicly accorded to Averon Park by ratings agencies.

Part G: No incorporation of website information

Save as expressly referred to herein, neither the content of FSFC's or Bidco's or Averon Park's websites, nor the content of any website accessible from hyperlinks on FSFC's, Bidco's or Averon Park's websites, is incorporated into, or forms part of, this Document.

PART VI

RULE 29 VALUATION REPORT

Foresight Sustainable Forestry Company PLC

Report and Valuation

25 June 2024

	Valuation Report	3
1.1.	Addressees 4
1.2.	Project Name 4
1.3.	Instructions and Purpose of Valuation 4
1.4.	Terms of Reference 4
1.5.	Conflicts of Interest 5
1.6.	Date of Valuation and Changes to Value since the Valuation Date 5
1.7.	Valuer Details 5
1.8.	Basis of Valuation 5
1.9.	Market Conditions 6
1.10.	Market Value 7
1.11.	Confidentiality 7
1.12.	Portfolio Valuation General Assumptions and Conditions 8
1.13.	Reliance 8
1.14.	Responsibility 8
1.15.	Signatories 9
1.16.	Date of Report 9
	Schedule of Properties	10

Foresight Sustainable Forestry Company PLC

Valuation Report

Foresight Sustainable Forestry Company Plc Page 3 25 June 2024

Foresight Sustainable Forestry Company PLC

1.1.	Addressees	Foresight Sustainable Forestry Company Plc The Shard 32 London Bridge Street London SE1 9SG Stifel Nicolaus Europe Limited 4th Floor, 150 Cheapside London EC2V 6ET
1.2.	Project Name	Foresight Sustainable Forestry Company PLC
1.3.	Instructions and Purpose of Valuation	In accordance with our instructions received from Foresight Sustainable Forestry Company Plc and Stifel Nicolaus Europe Limited ("FSFC Plc" and "Stifel" respectively) and our terms of engagement dated 22 May 2024 with FSFC Plc and Stifel, we have undertaken valuations (the "Valuations") of the heritable/freehold interests in the properties described in Schedule 2 (the "Properties" and each being a "Property") (together, the "Portfolio") in connection with a recommended cash offer by Arizona Bidco Limited ("Arizona"), a newly-incorporated subsidiary of Averon Park Limited ("Averon"), for the entire issued and to be issued share capital of FSFC Plc (the "Transaction"). FSFC Plc and Stifel have expressly instructed us not to disclose certain information which is considered commercially sensitive, namely the individual values of the properties.
		This report has been prepared in accordance with the RICS Valuation – Global Standards (incorporating the IVSC International Valuation Standards) effective from 31 January 2022 together, where applicable, with the UK National Supplement effective 1 May 2024, together the ''Red Book". The Report has been prepared in accordance with, and complies with, the requirements of Rule 29 of the City Code on Takeovers and Mergers (the "Code"). We understand that this Report is required for: (i) inclusion in an announcement proposed to be made by FSFC Plc and Arizona pursuant to Rule 2.7 of the Code in connection with the "Transaction (the "Announcement"); (ii) inclusion in a scheme circular to be published by FSFC Plc in connection with the Transaction (the "Scheme Document"); (iii) inclusion and/or reference to it in any other announcements, documents and/or supplementary documents required to be released by FSFC Plc and Stifel, Averon Park and/or Arizona pursuant to the Code and which directly relate to the Transaction (each a "Code Document"); and (iv) publication on FSFC Plc's website and Averon Park's website in accordance with the requirements of the Code (the "Purpose").
1.4.	Terms of Reference	The Portfolio comprises 71 Properties, all of which are owned on a heritable/freehold basis. There are no leasehold assets. The Properties are all held for investment purposes. They are located throughout the UK and all, apart from one new acquisition, have been inspected within the last three years, a timeframe which is normal for assets of this nature for which change is typically gradual. All the Properties are identified on the attached schedule at Section 2 of this Report.
		FSFC Plc has provided us with information on the portfolio, and we have relied on this information in preparing our report, verifying data only where we have been able to

Foresight Sustainable Forestry Company PLC

		visually inspect the relevant parts. We confirm that we have considered sustainability features relevant to the Properties and the implications these could have on our Valuations.
1.5.	Conflicts of Interest	In accordance with the RICS professional statement on Conflicts of Interest (1st Edition, March 2017), we are not aware of any conflict of interest preventing us from providing you with an independent valuation of the properties in accordance with the RICS Red Book. We confirm that we undertake valuations of the Properties on behalf of FSFC Plc for net asset value and performance measurement purposes on a half-yearly basis, the last of which was as at 31 March 2024. We confirm we are acting as an "external valuer" as defined in the RICS Red Book.
1.6.	Date of Valuation and Changes to Value since the Valuation Date	Our opinions of value are as at 31 March 2024 (the "Valuation Date"). The importance of the Valuation Date must be stressed as property values can change over a relatively short period.
		For the purposes of Rule 29.5 of the Code, we confirm that there is no material difference between the values of the Properties stated in this Report and the values that would be stated were the Valuation Date the date of this Report. Nor do we believe that market conditions have changed sufficiently to materially alter the Valuations reported as at the Valuation Date. As a result, we confirm for the purpose of Rule 29.5 of the Code that an updated valuation as at the date of this Report would not be materially different from the Valuations as at the Valuation Date.
1.7.	Valuer Details	These Valuations have been prepared by a number of valuers under the supervision of James Adamson MRICS (the "Lead Valuer"), who is a RICS Registered Valuer. We confirm that the valuers are appropriately qualified for the purposes of the Valuation as required by Rule 29.3(a)(ii) of the Code, meet the requirements of the Red Book and Rule 29.3(a)(iii) of the Code in having sufficient current knowledge of the relevant markets and the necessary skills and understanding to undertake the Valuations competently in accordance with Rule 29 of the Code. We confirm that the valuers are independent of the parties to the Transaction as required by Rule 29.3(a)(i) of the Code, and confirm that we are not aware of any reason why we would not satisfy the requirements of Rule 29.3(a)(i) of the Code.
		We are required by RICS regulations to disclose the following:
		 James Adamson MRICS commenced supervision of the valuation of this Portfolio in 2021, when Savills (UK) Limited, and subsequently Savills Advisory Services Ltd, was instructed to provide half-yearly valuations.
		 In the financial year ending 31 December 2023, the total fees earned from the Addressees, and connected parties, was less than 5% of Savills (UK) Limited and Savills Advisory Limited's turnover.
1.8.	Basis of Valuation	Our Valuations have been prepared on the basis of Market Value, the definition of which is as follows:
		"The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion."

Foresight Sustainable Forestry Company Plc Page 5 25 June 2024

Foresight Sustainable Forestry Company PLC

Our Valuations have been arrived at predominantly by reference to market evidence for comparable property. We have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of any of the Properties, nor have we allowed for any adjustment to any of the Properties' income streams to take into account any tax liabilities that may arise. Our Valuations are exclusive of VAT (if applicable).

We are advised by FSFC Plc that there is no fixed plant and machinery anywhere on the portfolio.

We have made no variation from standard assumptions.

1.9. Market Conditions The UK economy continues to maintain a watch over inflationary pressures amid sluggish economic growth. In the first half of 2023, the UK witnessed a modest expansion, leading the IMF to upgrade their forecasts and dismiss the possibility of a recession in 2023, however, to combat inflation, the Bank of England consistently raised the base rate from late 2021, reaching a high of 5.25% in August 2023. These measures have contributed to the UK economy being classified as being in recession, with the economy contracting 0.3% between October and December 2023, following an initial fall of 0.1% between July and September 2023.

Accordingly, whilst further increases in interest rates cannot be ruled out, the prospect of any increase appears to have subsided given that inflation gradually reduced over the course of 2023. Nonetheless, whilst the UK inflation rate for November 2023 was at its lowest level in 2 years, at 3.9%, December 2023 recorded a small rise to 4.0%, the first rise since February 2023, and inflation for January 2024 was also recorded at 4.0%, and moreover remains stubbornly above target. The rise was unexpected and may delay rate cuts by the Bank of England, the committee responsible for interest rate setting split over whether rates should be held, reduce or even rise.

As a result of the increases in the base rate, borrowing costs have increased, surpassing prime real estate yields although the financial markets have begun to price in an anticipated reduction in interest rates, which is considered to indicate a turning point in the market.

The commercial real estate market felt the impact of these developments and experienced a sharp recalibration in prices. Many sales were withdrawn as vendors' price expectations were not met, while buyers have adopted an opportunistic pricing approach. Real estate lenders continue to exercise caution when it comes to financing new lending opportunities, except for the most exceptional assets and sponsors. In the meantime, in several commercial real estate sectors there is a positive occupational market which has offered encouragement to investors in seeking out properties with good underlying fundamentals and where there is the opportunity to deliver attractive returns in the medium to longer term.

Consequently, transactional volumes and liquidity significantly declined over 2022 and 2023, leading to a scarcity of comparable evidence to inform the valuation process. The investment market has recorded significantly reduced volumes with the UK commercial real estate market in 2023 recording investment volumes of broadly 45.0% of the long term average whilst in Central London investment volumes are down almost 60.0%. Market sentiment has gained increased importance in making informed assessments, given the limited availability of data. Notably, a divided market is

Foresight Sustainable Forestry Company PLC

emerging, differentiating "best in class" properties from those facing challenges due to locational factors and the overall quality of the real estate. Stakeholders in the market, including occupiers, investors, and lenders, are attaching heightened significance to environmental, social, and governance (ESG) considerations and the associated costs, in their decision making.

While there is still liquidity in the market, ongoing geopolitical uncertainties, economic challenges, and the cost and accessibility of debt finance are expected to further impact pricing. As a result, the potential for future value erosion cannot be discounted, particularly for secondary properties and those outside prime markets where more significant declines can be anticipated as real estate markets and values continue to recalibrate to elevated levels in the cost of capital, subdued transaction volumes and a cautious lending environment. We anticipate improved market sentiment during 2024, albeit the planned General Election curtails the prospects for a sustained return to growth this year.

It is therefore important to recognise that our valuation has been prepared against the backdrop outlined above. Moreover, investor behaviour can change quickly during such periods of heightened volatility. As such, the conclusions set out in this report are only valid at the valuation date and we would recommend that the value of the property is kept under regular review. For the avoidance of doubt, our valuation is not reported as being subject to 'material valuation uncertainty' as defined in the RICS Valuation – Global Standards.

1.10. Market Value		We are of the opinion that the aggregate Market Value of the Properties in the Portfolio,
		as at 31 March 2024, is:

TOTAL £179,831,000

(ONE HUNDRED AND SEVENTY-NINE MILLION EIGHT HUNDRED AND THIRTY-ONE THOUSAND POUNDS)

The total valuation figure reported is the aggregate total of the individual Properties and not necessarily a figure that could be achieved if the Portfolio was sold as a single holding.

The tenure of the Properties held by FSFC Plc as at the Valuation Date are all heritable/freehold.

1.11. Confidentiality In accordance with the recommendations of the RICS, this Report is provided solely for the purpose stated in this Report. It is confidential to and for the use only of the parties to whom it is addressed, and no responsibility is accepted to any third party for the whole nor any part of its contents. Any such parties rely upon this Report at their own risk. Save as referred to in this Report neither the whole nor any part of this Report or any reference to it may be included now, or at any time in the future, in any published document, circular or statement, nor published, referred to or used in any way without our written approval of the form and context in which it may appear.

Notwithstanding the above, we understand that the Report is being produced for inclusion in the Announcement, Scheme Document and any further Code Documents published pursuant to the Transaction. We consent to the publication and reproduction

Foresight Sustainable Forestry Company PLC

		of the Report as required (including in the Announcement and the Scheme Document) subject to the provisions of our Terms of Engagement.
1.12.	Portfolio Valuation General Assumptions and Conditions	All valuation advice has been carried out on the basis of the General Assumptions and Conditions set out in Section 3.
1.13.	Reliance	This Report is addressed to and capable of being relied upon by:
		 Foresight Sustainable Forestry Company Plc
		 Stifel Nicolaus Europe Limited
		(together, the Addressees) provided that, in relying on this Report, each of the Addressees acknowledges and agrees that:
		(a) this Report refers to the position at the date it was originally issued and, unless otherwise confirmed by us in writing, we have taken no action to review or update this Report since the date it was originally issued;
		(b) our aggregate liability under or in connection with this report to any one, or more, or all of the Addressees and any other party who becomes entitled to rely on the report is limited to the amount as set out in our letter of engagement with FSFC Plc and Stifel dated 22 May 2024; and
		(c) this Report is subject to the terms and conditions set out in our letter of engagement with FSFC Plc and Stifel dated 22 May 2024.
		Notwithstanding the above, we acknowledge that this Report will also be for the use of the shareholders of FSFC Plc and Averon Park Limited for the specific Purpose set out in this Valuation.
		This Report is subject to the terms and conditions set out in our Terms of Engagement dated 22 May 2024.
1.14.	Responsibility	For the purposes of the Code, we are responsible for this Report and accept responsibility for the information contained in this Report and confirm that to the best of our knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Report is in accordance with the facts and contains no omissions likely to affect its import. This Report complies with, and is prepared in accordance with, and on the basis of, the Code. We authorise its contents for the purpose of Rule 29 of the Code. We understand that the publication or reproduction by FSFC Plc, Stifel, Averon Park and/or Arizona of this Report and/or the information contained herein as required by Rules 26 and 29 of the Code is necessary, including in the Announcement, the Scheme Document and any other Code Documents released by FSFC Plc, Stifel, Averon Park and/or Arizona pursuant to the Code and which directly relate to the Transaction.
		We confirm that we are not aware, as a result of our role as an External Valuer of the Properties of any matter which would affect the Market Value of the Properties which is not disclosed in this Report (subject to any assumptions set out in this Report) in order to make this Report materially accurate and not misleading and we are not aware

Foresight Sustainable Forestry Company PLC

of any matter in relation to this Report that we believe should be and has not yet been brought to the attention of the Addressees of this Report.

1.15. Signatories

James Adamson MRICS RICS Registered Valuer Director

Anna Henderson MRICS RICS Registered Valuer Director

Sarah Jackson MRICS TEP RICS Registered Valuer Director

For and on behalf of Savills Advisory Services Limited, a subsidiary of Savills Plc

Regulated by RICS Registered in England No. 06215875 Registered Office: 33 Margaret Street, London, W1G 0JD

1.16. Date of Report 25 June 2024

Foresight Sustainable Forestry Company PLC

Schedule of Properties

Foresight Sustainable Forestry Company PLC

Region/Property (old name in brackets)	Description	Date of Inspection
North Scotland
Aberarder	Mature forest	28/8/2023
Bogbain	Mid-rotation forest	7/4/2023
Central Scotland
Balmuick	Afforestation
Balnagowan	Mature forest	17/4/2023
Bedehouse & East Bennachie	Mixed age forest	17/4/2023
Brown Hill (Greenfold)	Afforestation	8/9/2022
Burn of Bellyhack (Mains of Blairmore & Cottartown)	Afforestation	8/9/2022
Carlinden Burn (Marchmar)	Afforestation & non-forestry assets	8/9/2023
Coull	Mixed age forest	8/9/2023
Donside Collection - Bogforlea	Mature forest	8/9/2023
Donside Collection - Harthills	Mature forest	8/9/2023
Donside Collection - Kirkwood	Mature forest	13/9/2022
Donside Collection - Tom Na Wan	Mature forest	8/9/2023
Drumelzie	Mid-rotation forest & non-forestry assets	1/9/2022
Fordie	Mixed & Establishment age forest & non-forestry assets	30/8/2023
Glen Burn (Corncatterach)	Establishment age forest	8/4/2024
Ness Bogie (Collithie)	Afforestation	8/9/2022
New Noth Farm	Establishment age forest	8/4/2024
New Noth Forest	Mature forest	8/9/2023
Reams Hill (Lessendrum)	Afforestation	8/9/2022
Red Craig (Edendiack)	Establishment age forest	8/4/2024
South Scotland & North England
Allan Water Wood	Afforestation	27/3/2024
Allanton Farm	Afforestation	27/3/2021

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Foresight Sustainable Forestry Company PLC

Auchensoul	Establishment age forest & non-forestry assets	14/9/2023
Bruntaburn Forest (Raecleugh)	Afforestation	27/3/2023
Camps	Mature forest	15/9/2023
Central Scotland Portfolio - Barkip	Mid-rotation forest	14/9/2023
Central Scotland Portfolio - Berrieswalls	Mid-rotation forest	1/9/2022
Central Scotland Portfolio - Crofthead	Mid-rotation forest	1/9/2022
Central Scotland Portfolio - East Browncastle	Young Forest & non-forestry assets	1/9/2022
Central Scotland Portfolio - Over Auchentiber	Mid-rotation forest	26/8/2022
Cessnock Wood (Auchmillanhill)	Afforestation	22/3/2022
Chatto Craigs (Langshaw)	Establishment age forest	26/3/2024
Chesterknowes Wood (Curling Farm)	Establishment age forest	26/3/2024
Craigwell Wood	Mixed age forest	5/9/2022
Dove Hill (Auchenskeith)	Afforestation & non-forestry assets	5/9/2022
Droveroad Wood	Mid-rotation & Establishment age forest	26/3/2024
Glass Rigg	Mid-rotation forest	15/9/2023
Glendyne Wood (Auchentaggart)	Afforestation	22/3/2023
Goukstane Wood (Burnside)	Afforestation & non-forestry assets	27/3/2023
High Auldgirth	Mixed & Establishment age forest	20/3/2024
Highside Wood (Linton Burnfoot)	Afforestation	27/3/2023
Knock Fell (Knock of Luce)	Afforestation	5/9/2022
Knocktail Wood (Upper Senwick)	Establishment age forest	8/4/2024
Lamb's Craig (Auchenbrack)	Afforestation	8/9/2022
Liddel Water (Flatt Farm)	Afforestation	11/9/2023
Mountmill Burn (Airhouses)	Establishment age forest	13/9/2023
Nor Hill (Ellenber)	Afforestation	1/9/2022
Piltanton Wood (Half Mark Farm)	Afforestation	5/9/2022
Redding Farm	Establishment age forest	14/9/2023
Rorie Hill (Annefield)	Establishment age forest & non-forestry assets	15/9/2023
Shorthope	Mixed age forest	13/9/2023
Threepwood Hill (Jeaniefield)	Afforestation	11/9/2023

Foresight Sustainable Forestry Company PLC

Toun Hill (Shoestanes)	Afforestation & non-forestry assets	14/9/2023
Upper Barr	Establishment age forest & non-forestry asset	12/9/2023
Waterhead & Craigenputtock	Mixed age forest	12/9/2023
Whiteburn	Mixed age forest & non-forestry asset	13/9/2023
Windylaws (Winkstonhill)	Establishment age forest	27/3/2024
Wales
Banc Farm	Establishment age forest	7/9/2023
Bronnant	Mid-rotation forest	6/9/2022
Brynglas	Afforestation	6/9/2022
Coed Doethie (Bryn Y Gorlan)	Afforestation	6/9/2022
Coed Y Garreg (Blaencarreg Farm)	Afforestation & non-forestry assets	5/4/2023
Cwmban Fawr	Establishment age forest & non-forestry asset	16/4/2024
Derry Lodge	Mixed age forest	7/9/2023
Esgair Hir	Hill	6/9/2022
Frongoch	Establishment age forest	21/11/2023
Maescastell	Establishment age forest & non-forestry asset	6/9/2022
Pistyll South	Establishment age forest	16/4/2024
South Dairy	Mid-rotation forest	6/9/2022
Waun Maenllwyd	Mature forest	7/9/2023

Foresight Sustainable Forestry Company PLC

Portfolio Valuation General Assumptions and Conditions

Foresight Sustainable Forestry Company Plc Page 14 25 June 2024

Foresight Sustainable Forestry Company PLC

General Assumptions

Our reports and valuations are carried out on the basis of the following General Assumptions:

Non-forest Assets

The assets comprise mainly forests and land for afforestation. The only non-forestry assets included in the valuation are those declared to us by FSFC Plc.

Alternative Use

As far as we are aware none of the sites are likely to have any significant value associated with change of use other than in the case of afforestation sites where there is a planned change of use from agricultural land to woodland. We have not undertaken a review of the planning opportunities on each site, and are not reporting on alternative use/development or hope value where this may exist.

Tenure and Tenancies

That the properties are not subject to any unusual or especially onerous restrictions, encumbrances or outgoings contained in the Titles. Properties let on short term agreements or residential tenancies capable of termination on the sale of an asset have been valued with vacant possession. We have not inspected the Title Deeds or Land Registry Certificates and have relied upon information provided by FSFC Plc relating to all properties including shared access arrangements, wayleaves, private water supplies, grazing agreements, etc. Should there be any mortgages or charges, we have assumed that the Properties would be sold free of them.

Forestry/Afforestation Grant Contracts

No account has been taken of the value of any grant contracts or any other such cash flow or debtor/creditor items pertaining to the properties. We have assumed that any necessary consents or permissions are in place for any grants, licences and forest plans running concurrently across the properties and that there are no contractual breaches that would impact on valuation. We have further assumed that consent for planting on the afforestation sites will be granted in accordance with the draft planting proposals provided, in particular the proportion of species planned.

Compartment Data and Planting Proposals

That any data provided by a third party and assigned to Savills Advisory Services Limited is accurate. This information is comprehensive but has not been verified on site except insofar as we were able to do so in the time available for inspection.

Afforestation Land

The value of the afforestation sites lie either in their use as farmland, or as planting land for a forestry investment. We have therefore valued these sites on the basis of the higher value of either the potential for planting or farmland, and specifically using the species breakdown provided by FSFC Plc.

The development status of an afforestation site has a direct bearing on valuation. We have therefore considered what stage has been reached in terms of the project development.

A number of sites were actively being planted at the date of valuation. As work in progress, we have considered the extent to which planting was completed at 31 March 2024. Where sites were substantially finished at 31 March 2024, these have been valued on the basis they were fully planted.

Timber Harvesting

It should be noted that timber harvesting is essentially a partial capital disposal as timber and land are part of the overall forest asset, and there is a correlation between overall capital value and the growth stage of the timber present. For the purpose of valuation we assume that active harvesting jobs are valued as restocking sites (i.e. on the basis that the timber is forward sold), whereas planned harvesting where no operation has commenced is still valued as standing timber.

Foresight Sustainable Forestry Company PLC

Carbon

With regards to the ability to offset carbon through future trade in Woodland Carbon Units, we have not been advised of any restrictions or clawbacks on carbon rights and have valued the afforestation sites on the basis that any implied benefit from carbon trading is available with the land. We have not attributed any value to carbon units.

Minerals

We have not investigated mineral rights or made any assessment of the mineral potential.

Access

That all properties benefit from unfettered access to and from the forest gate over the public road network, suitable for all future timber haulage requirements. Forest roads are typically built with locally sourced material. Road stone is likely to be present in most properties, but this has not been verified.

Tree Health

Over recent years a number of tree diseases have become problematic in the UK. There is no evidence of any significant impact on capital value anywhere across the portfolio.

Residential Properties

In respect of any residential properties or buildings we have assumed:

That any buildings are structurally sound, and that there are no structural, latent or other material defects, including rot and inherently dangerous or unsuitable materials or techniques, whether in parts of the buildings we have inspected or not, that would cause us to make allowance by way of capital repair. Our inspection of the properties and this report do not constitute a building survey. Our Valuation is on the basis that building surveys would not reveal material defects or cause us to alter our Valuation materially.
That in the construction or alteration of any building no use was made of any deleterious or hazardous materials or techniques, such as high alumina cement, calcium chloride additives, woodwool slabs used as permanent shuttering and the like (other than those points referred to above). We will not carry out any investigations into these matters.
That the properties are not adversely affected, nor are likely to become adversely affected, by any highway, town planning or other schemes or proposals, and that there are no matters adversely affecting value that might be revealed by a local search, replies to usual enquiries, or by any statutory notice.
That any buildings have been constructed and are used in accordance with all statutory and bye-law requirements, and that there are no breaches of planning control. Likewise, that any future construction or use will be lawful.
That the properties are connected or capable of being connected without undue expense, to the public services of gas, electricity, water, telephones and sewerage. Sewers, mains services and roads giving access to the Properties have been adopted.

Environmental Risks

We have not carried out any soil tests or environmental audits. We understand that the properties have been in residential, forestry and agricultural use for many years. On this basis, it would appear unlikely that land contamination exists. This comment is made without liability.

As our informal enquiries have suggested that land contamination is unlikely, or insignificant, we have valued the properties on the basis that no parts have suffered any land contamination in the past, nor are likely to become so contaminated in the

Foresight Sustainable Forestry Company Plc Page 16 25 June 2024

Foresight Sustainable Forestry Company PLC

foreseeable future. However, should it subsequently be established that contamination exists at any property, or on any neighbouring land, or that any property has been, or is being put to a contaminative use, then we may wish to review our valuation advice.

We have assumed that the properties are free from environmental hazards, including infestation from invasive plants such as Japanese Knotweed. This assumption is made in recognition of the fact that identifying Japanese knotweed is problematic and cannot be guaranteed. This is partly because during the early stages of its annual life cycle some of the classic visual characteristics are not distinctive and during the winter months the plant sheds its leaves and suffers die back. It is also possible that Japanese knotweed has received a herbicide-based treatment which has removed all visible above ground signs but may not have killed the below ground rhizome (root) which, in turn, may lead to new growth and the spread of the plant in time.

In relation to the residential properties, we have not investigated radon gas, asbestos or flood risk.

General Conditions

Our reports and valuations are carried out on the basis of the following General Conditions:

1. We have not made any allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of the properties. No allowance has been made for any expenses of realisation.
1. Our valuations are exclusive of VAT (if applicable).
1. Our valuations are prepared in accordance with the latest edition of the RICS Valuation Professional Standards ("the Red Book") on the basis of Market Value, unless instructed otherwise. Any such deviation is expressly stated in our terms of engagement.
1. Each property has been valued individually and no allowance has been made, either positive or negative, should it form part of a larger disposal. The total stated is the aggregate of the individual Market Values.
1. That we have been supplied with all information likely to have an effect on the value of the properties and that the information supplied to us and summarised in this report is both complete and correct.
1. Our valuations are based on market evidence which has come into our possession from numerous sources. That from other agents and valuers is given in good faith but without liability. It is often provided in verbal form. Some comes from databases such as the Land Registry or computer databases to which Savills subscribes. In all cases, other than where we have had a direct involvement with the transactions, we are unable to warrant that the information on which we have relied is correct although we believe it to be so.
1. The files which we hold relating to all of our property valuations may be subject to monitor and audit by the RICS under its conduct and disciplinary regulations.

Report and Valuation

Foresight Sustainable Forestry Company PLC

Director - RICS Registered Valuer Director - RICS Registered Valuer Director - RICS Registered Valuer

James Adamson MRICS Anna Henderson MRICS Sarah Jackson MRICS TEP

PART VII

UNITED KINGDOM TAXATION

The comments set out below and in Part VIII (Additional information for Overseas Shareholders) of this Document summarise certain limited aspects of the UK taxation treatment of certain Scheme Shareholders under the Scheme and do not constitute legal or tax advice or purport to be a complete analysis of all tax considerations relating to the Scheme. They are based on current UK tax legislation and what is understood to be current HMRC published practice (which may not be binding on HMRC), in each case as at the Latest Practicable Date, both of which are subject to change, possibly with retrospective effect.

The comments are intended as a general guide and do not deal with certain types of Scheme Shareholder such as charities, trustees, market makers, brokers, dealers in securities, intermediaries, persons who have or could be treated for tax purposes as having acquired their Scheme Shares by reason of an office or their employment or as carried interest, collective investment schemes, persons subject to UK tax on the remittance basis, persons connected with depositary arrangements or clearance services or insurance companies, to whom special rules apply.

References below to "UK holders" are to Scheme Shareholders who: (i) are resident (and, in the case of individuals, domiciled or deemed domiciled) for tax purposes solely in the United Kingdom (and to whom split-year treatment does not apply); (ii) do not have a branch, agency or permanent establishment in any jurisdiction other than the UK in connection with which they acquired or hold their Scheme Shares; (iii) hold their Scheme Shares as an investment (other than under a pension arrangement or, except as otherwise stated, an ISA); and (iv) are the absolute beneficial owners of their Scheme Shares.

The comments set out below relate to UK holders only, except insofar as they concern UK stamp duty or stamp duty reserve tax (which apply to all Scheme Shares). Overseas Shareholders are referred to Part VIII (Additional information for Overseas Shareholders) of this Document, which summarises certain UK tax consequences of the Scheme for such holders.

IF YOU ARE IN ANY DOUBT ABOUT YOUR TAX POSITION OR YOU ARE SUBJECT TO TAXATION IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM, YOU SHOULD CONSULT AN APPROPRIATELY QUALIFIED INDEPENDENT PROFESSIONAL ADVISER IMMEDIATELY.

UK TAXATION OF CHARGEABLE GAINS – CASH OFFER

The transfer of Scheme Shares under the Scheme in return for cash should be treated as a disposal of the UK holder's Scheme Shares for the purposes of UK capital gains tax ("CGT") or UK corporation tax on chargeable gains (as applicable) and therefore may, depending on the UK holder's particular circumstances (including the UK holder's base cost in their holding of the Scheme Shares, and the availability of exemptions, reliefs and/or allowable losses), give rise to a liability to UK taxation on chargeable gains or, alternatively, an allowable capital loss.

Individual Scheme Shareholders

Subject to available reliefs or allowances, chargeable gains arising on a disposal of Scheme Shares by an individual UK holder should be subject to CGT at the rate of (for the 2024/25 tax year) 10 per cent. to the extent that: (i) the individual UK holder is subject to income tax at the basic rate (after taking into account any income tax annual personal allowance); and (ii) any chargeable gain does not exceed the unused part of their basic rate income tax band. If and to the extent that the chargeable gain, when it is added to the UK holder's other taxable income and gains in the relevant tax year, takes the individual UK holder's aggregate taxable income and gains over the upper limit of the income tax basic rate band (£50,270 for the 2024/25 tax year), the rate of CGT on the excess should be 20 per cent.

The CGT annual exemption (which is £3,000 for the 2024/25 tax year) may be available to individual UK holders, depending on their personal circumstances, to offset against chargeable gains realised on the disposal of their Scheme Shares.

Individual UK holders who hold their Scheme Shares on a tax-exempt basis through an ISA should be exempt from CGT in respect of any capital gain realised on sale under the Cash Offer.

Corporate Scheme Shareholders

Subject to available exemptions, reliefs or allowances, chargeable gains arising on a disposal of Scheme Shares by a UK holder within the charge to UK corporation tax should be subject to UK corporation tax at the rate applicable to that Scheme Shareholder (which, for the 2024/25 tax year, is 25 per cent. for companies with profits in excess of £250,000 (the "main rate") or 19 per cent. for companies with profits of £50,000 or less, with marginal relief from the main rate available to companies with profits between £50,000 and £250,000, subject to meeting certain criteria).

Where a UK holder within the charge to UK corporation tax has (either itself or together with certain associated companies) held not less than 10 per cent. of the issued ordinary share capital of FSFC for a continuous period of at least one year beginning not more than six years prior to the date of disposal, the substantial shareholding exemption may, subject to satisfaction of a number of conditions, apply to exempt any gain (or disallow any loss) arising on the disposal of that UK holder's Scheme Shares under the Scheme for the purposes of UK corporation tax on chargeable gains.

UK TAXATION OF CHARGEABLE GAINS – ALTERNATIVE OFFER

UK holders who elect for the Alternative Offer should consult their own professional advisers as to their tax position resulting from the making of such an election and the holding of Rollover Shares.

The exchange of Scheme Shares for Rollover Shares by UK holders pursuant to the Alternative Offer should, subject to the following paragraphs, be treated as a reorganisation for the purposes of CGT. This means that UK holders electing for the Alternative Offer should not be treated as disposing of their Scheme Shares for CGT purposes when exchanging them for Rollover Shares pursuant to the Alternative Offer and, instead, the Rollover Shares issued to them should be treated as the same asset, and as having been acquired at the same time, and for the same consideration, as their Scheme Shares. The Rollover Shares should therefore have the same base cost for CGT purposes as the Scheme Shares they replace.

Any UK holder who alone, or together with persons connected with them, holds more than 5 per cent. of the FSFC Shares in issue (or of any class of shares or debentures of FSFC) will be eligible for the above treatment only if the exchange is effected for bona fide commercial reasons and does not form part of a scheme or arrangements of which the main purpose, or one of the main purposes, is the avoidance of a liability to CGT or corporation tax (the "no-avoidance conditions"). In this regard, UK holders should note that an application for clearance has been made to HMRC under section 138 of the Taxation of Chargeable Gains Act 1992 for confirmation that HMRC is satisfied that the no-avoidance conditions are met and that, accordingly, section 137 of that Act will not apply in respect of the Alternative Offer but no response to the application for clearance has been received from HMRC as at the Latest Practicable Date.

Any Scheme Shareholder that is a company subject to corporation tax and holds more than 10 per cent. of the ordinary share capital of FSFC may benefit from the "substantial shareholdings exemption" in relation to its exchange of Scheme Shares for Rollover Shares pursuant to the Alternative Offer, in which case the reorganisation treatment described above should not apply to it.

As the Rollover Shares will be unlisted, a UK holder who is a UK tax resident individual will not be able to hold Rollover Shares on a tax-exempt basis through an ISA. Individuals who hold their Scheme Shares through an ISA should seek independent professional advice about their tax treatment under the Alternative Offer.

UK stamp duty and stamp duty reserve tax ("SDRT")

No UK stamp duty or SDRT should generally be payable by Scheme Shareholders on the transfer of their Scheme Shares under the Scheme.

PART VIII

ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS

1. General

The release, publication or distribution of this Document and/or any accompanying documents (in whole or in part), directly or indirectly, in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. The availability of the Acquisition (including the Alternative Offer) to Scheme Shareholders who are not resident in, and citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens, and the ability of persons who are not resident in the United Kingdom to vote their Scheme Voting Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Neither this Document nor any of the accompanying documents do or are intended to constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities (in each case, including, without limitation, Rollover Shares) pursuant to this Document, any of the accompanying documents or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

It is the responsibility of any person outside the UK into whose possession this Document and/or the accompanying documents come to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Acquisition including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme.

2. US holders of FSFC Shares

The receipt of cash or securities by a US holder of Scheme Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and may also be a taxable transaction under applicable state and local tax laws, as well as non-US and other tax laws. Each US holder of Scheme Shares is urged to consult their own appropriately qualified independent professional tax adviser immediately regarding the particular tax consequences and information reporting requirements of the Scheme applicable to them, including under applicable United States federal, state and local, as well as non-US and other, tax laws.

3. UK taxation of certain Overseas Shareholders

As mentioned in Part VII (United Kingdom taxation) of this Document, the comments set out below summarise certain limited aspects of the UK taxation treatment under the Scheme that may be relevant to certain Overseas Shareholders. These comments do not constitute legal or tax advice or purport to be a complete analysis of all tax considerations relating to the Scheme. They are based on current UK tax legislation and what is understood to be current HMRC published practice (which may not be binding on HMRC), in each case as at the Latest Practicable Date, both of which are subject to change, possibly with retrospective effect. The comments are intended as a general guide and may not deal with certain types of Overseas Shareholders.

Subject to the paragraphs below, Scheme Shareholders who are not resident in the UK for UK tax purposes will not be subject to UK tax on chargeable gains (and any loss will not be an allowable loss) on the transfer of their Scheme Shares pursuant to the Cash Offer unless they carry on:

(i) (in the case of a Scheme Shareholder who is an individual) a trade, profession or vocation in the United Kingdom through a branch or agency and the Scheme Shares have either been used in or for the purposes of the trade, profession or vocation, or have been used or held for the purposes of the branch or agency, or acquired for use by or for the purposes of the branch or agency; or
(ii) (in the case of a Scheme Shareholder which is a company) a trade in the United Kingdom through a permanent establishment and the Scheme Shares have either been used in or for the purposes of the trade, or have been used or held for the purposes of the permanent establishment, or acquired for use by or for the purposes of the permanent establishment.

However, Scheme Shareholders who are not tax resident in the United Kingdom may be subject to foreign taxation depending upon their personal circumstances.

A Scheme Shareholder who is an individual and who disposes of their Scheme Shares in a tax year in which they are not resident in the United Kingdom for tax purposes may, in certain circumstances, on becoming tax resident in the United Kingdom again within a period of five years or less, be subject to tax on any chargeable gains (or may claim an allowable loss) in respect of any such disposal. The rules in relation to tax residence and temporary non-residence are complex and Scheme Shareholders should consult their professional advisers if in any doubt.

Scheme Shareholders who are not tax resident in the United Kingdom and who elect to exchange their Scheme Shares for Rollover Shares pursuant to the Alternative Offer should seek independent professional advice as to their tax treatment.

PART IX

ADDITIONAL INFORMATION ON FSFC, BIDCO AND AVERON PARK

1. Responsibility

1.1 The FSFC Directors, whose names are set out in paragraph 2.1 below, accept responsibility for the information contained in this Document (including any expressions of opinion) other than the information for which responsibility is taken by the Bidco Director pursuant to paragraph 1.2 of this Part IX (Additional information on FSFC, Bidco and Averon Park) and/or the Averon Park Directors pursuant to paragraph 1.3 of this Part IX (Additional information on FSFC, Bidco and Averon Park). To the best of the knowledge and belief of the FSFC Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
1.2 The Bidco Director, whose name is set out in paragraph 2.2 below, accepts responsibility for the information contained in this Document (including any expressions of opinion) relating to the Bidco Group, himself and his close relatives, related trusts and other persons connected with him, and any persons deemed to be acting in concert with Bidco (as such terms are defined in the Code) as well as for the information relating to the Alternative Offer. To the best of the knowledge and belief of the Bidco Director (who has taken all reasonable care to ensure that such is the case) the information contained in this Document for which he accepts responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
1.3 The Averon Park Directors, whose names are set out in paragraph 2.3 below, accept responsibility for the information contained in this Document (including any expressions of opinion) relating to Averon Park, Bidco, the Averon Park Group and themselves and their respective close relatives, related trusts and other persons connected with them and any persons acting in concert with Bidco (as such terms are defined in the Code), as well as for the information relating to the Alternative Offer. To the best of the knowledge and belief of the Averon Park Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Document (including any expressions of opinion) for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Directors

2.1 The FSFC Directors and their respective positions are:

Richard Davidson	Non-executive Chairman
Sarika Patel	Non-executive Director; Senior Independent Director
Josephine Bush	Non-executive Director
Christopher Sutton	Non-executive Director

The registered office of FSFC and the business address of each of the FSFC Directors is C/O Foresight Group, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG.

The company secretary of FSFC is Foresight Group LLP.

2.2 The Bidco Director and his position is: Gary Fraser Director

The registered office of Bidco and the business address of the Bidco Director is C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG.

2.3 The Averon Park Directors and their respective positions are:

Gary Fraser	Chairman
Peter Dicks	Independent Non-executive Director
Graham Ross Russell	Independent Non-executive Director
Simon Jamieson	Independent Non-executive Director

The registered office of Averon Park and the business address of each of the Averon Park Directors is C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG.

3. Persons acting in concert

3.1 In addition to the FSFC Directors (together with their close relatives and related trusts) and members of the Wider FSFC Group, the persons who, for the purposes of the Code, are acting in concert with FSFC in respect of the Acquisition and who are required to be disclosed are:

Name	Registered office	Relationship with FSFC
Stifel Nicolaus Europe Limited	4th Floor, 150 Cheapside, London EC2V 6ET, United Kingdom	Rule 3 financial adviser and broker to FSFC
Foresight Group LLP	The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom	Investment manager, administrator and company secretary to FSFC

3.2 In addition to the Bidco Director and the Averon Park Directors (together with their close relatives and related trusts), members of the Wider Bidco Group and members of the Wider Investment Manager Group (including the Investment Manager), the persons who, for the purposes of the Code, are acting in concert with Bidco and Averon Park in respect of the Acquisition and who are required to be disclosed are:

Name	Registered office / business address	Relationship with Bidco/Averon Park
Singer Capital Markets Advisory LLP	One, Bartholomew Lane, London EC2N 2AX, United Kingdom	Financial adviser to Bidco, Blackmead and Averon Park
Robert Guest	C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom	Co-investment manager of FSFC (who is presumed to be acting in concert with the Investment Manager and, also, Bidco and Averon Park)
Richard Kelly	C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom	Co-investment manager of FSFC (who is presumed to be acting in concert with the Investment Manager and, also, Bidco and Averon Park)
Julian Elsworth	C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom	Key person at the Investment Manager responsible for managing FSFC (who is presumed to be acting in concert with the Investment Manager and, also, Bidco and Averon Park)
Members of the executive committee of the Investment Manager from time to time, being as at the date of this Document, Bernard Fairman, Gary Fraser, David Hughes, Ricardo Pineiro, Matt Smith and James Livingston	C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom	Members of the executive committee of the Investment Manager (who are presumed to be acting in concert with the Investment Manager and, also, Bidco and Averon Park)
Matthew Hammond	C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom	Key person at the Investment Manager responsible for managing Averon Park

4. Interests and dealings in relevant FSFC securities and relevant Bidco securities

Definitions

4.1 For the purposes of this paragraph 4:
- (A) "acting in concert" has the meaning given to it in the Code;
- (B) "arrangement" includes indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever nature, relating to securities which may be an inducement to deal or refrain from dealing;
- (C) "close relative" has the meaning given to it in the Code;
- (D) "dealing" has the meaning given to it in the Code;
- (E) "derivative" has the meaning given to it in the Code;
- (F) "disclosure period" means the period beginning on 29 May 2023 (being the date that is 12 months before the start of the Offer Period) and ending on the Latest Practicable Date;
- (G) "interest" or "interests" in relevant securities shall have the meaning given to it in the Code;
- (H) "Interested Persons" means, in relation to a director, other persons (including, without limitation, bodies corporate) whose interests that director is taken as having by virtue of the application of Part 22 of the Companies Act;
- (I) "relevant Bidco securities" mean relevant securities (such term having the meaning given to it in the Code in relation to an offeror) of Bidco including equity share capital in Bidco (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof;
- (J) "relevant FSFC securities" mean relevant securities (such term having the meaning given to it in the Code in relation to an offeree) of FSFC including equity share capital in FSFC (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof; and
- (K) "short position" means any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery.

Interests in relevant FSFC securities

4.2 As at the Latest Practicable Date, the FSFC Directors (together with their Interested Persons) held the following interests in, or right to subscribe in respect of, the following relevant FSFC securities:

			Percentage of total issued
			share capital of FSFC
	Nature of	Number of	(excluding treasury shares)
	interest or	relevant FSFC	as at the Latest
Name of FSFC Director	right	securities¹	Practicable Date (%)
Richard Davidson	FSFC Shares	150,000	0.09
Sarika Patel	FSFC Shares	42,531²	0.02
Josephine Bush	FSFC Shares	19,000	0.01
Christopher Sutton	FSFC Shares	35,000	0.02

Notes:

¹ The FSFC Shares referred to in the table are, in some instances, held via nominees.
² 2,531 of such FSFC Shares are beneficially owned by Ronak Patel, Sarika Patel's son.

4.3 As at the Latest Practicable Date, persons acting in concert with FSFC held the following interests in, or right to subscribe in respect of, the following relevant FSFC securities:

			Percentage of total issued
			share capital of FSFC
	Nature of	Number of	(excluding treasury shares)
Name of FSFC	interest or	relevant FSFC	as at the Latest
Shareholder	right	securities	Practicable Date (%)
Foresight Group LLP	FSFC Shares	1	0.00

4.4 As at the Latest Practicable Date, persons acting in concert with Bidco held the following interests in, or right to subscribe in respect of, the following relevant FSFC securities:

Name of FSFC Shareholder	Nature of interest or right	Number of relevant FSFC securities	Percentage of total issued share capital of FSFC (excluding treasury shares) as at the Latest Practicable Date (%)
Blackmead Infrastructure Limited	FSFC Shares	51,003,762	29.64
Foresight Group LLP	FSFC Shares	1	0.00
Robert Guest	FSFC Shares	42,386	0.02
Richard Kelly	FSFC Shares	43,000	0.02
Ricardo Pineiro	FSFC Shares	10,000	0.01

Interests and dealings in relevant Bidco securities

4.5 As at the Latest Practicable Date, Blackmead held one Bidco A Ordinary Share, being the entire issued share capital of Bidco which Blackmead acquired on 20 May 2024 at a subscription price of £0.01.

Interests and dealings – general

4.6 Save as disclosed in paragraphs 4.2 to 4.5 above and in paragraph 8 below, as at the Latest Practicable Date:
- (A) no member of the Bidco Group had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant FSFC securities, nor has any member of the Bidco Group dealt in any relevant FSFC securities during the disclosure period;
- (B) none of the Bidco Director or the Averon Park Directors had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant FSFC securities or relevant Bidco securities, nor has any such person dealt in any relevant FSFC securities or relevant Bidco securities during the disclosure period;
- (C) no person deemed to be acting in concert with Bidco had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant FSFC securities or relevant Bidco securities, nor has any such person dealt in any relevant FSFC securities or relevant Bidco securities during the disclosure period;
- (D) no person who has an arrangement with Bidco or any person acting in concert with Bidco had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant FSFC securities or relevant Bidco securities, nor has any such person dealt in any relevant FSFC securities or relevant Bidco securities during the disclosure period;
- (E) neither Bidco, nor any person acting in concert with Bidco, has borrowed or lent any relevant FSFC securities or relevant Bidco securities, save for any borrowed shares which have been either on-lent or sold;
- (F) no member of the FSFC Group had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant FSFC securities or relevant Bidco securities, nor has any such person dealt in any relevant FSFC securities or relevant Bidco securities during the Offer Period;
(G) none of the FSFC Directors had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant FSFC securities or relevant Bidco securities, nor has any such person dealt in any relevant FSFC securities or any relevant Bidco securities during the Offer Period;
(H) no person deemed to be acting in concert with FSFC had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant FSFC securities or relevant Bidco securities, nor has any such person dealt in any relevant FSFC securities or relevant Bidco securities during the Offer Period;
(I) no person who has an arrangement with FSFC or any person acting in concert with FSFC had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant FSFC securities or relevant Bidco securities, nor has any such person dealt in any relevant FSFC securities or relevant Bidco securities during the Offer Period; and
(J) neither FSFC, nor any person acting in concert with FSFC, has borrowed or lent any relevant FSFC securities or relevant Bidco securities, save for any borrowed shares which have been either on-lent or sold.
4.7 Save as disclosed in this Document, no persons have given any irrevocable or other commitment to vote in favour of the Scheme at the Court Meeting or in favour of the Special Resolution at the General Meeting.
4.8 Save as disclosed in this Document, none of: (i) Bidco or any person acting in concert with Bidco; or (ii) FSFC or any person acting in concert with FSFC, has, in either case, any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code in relation to relevant FSFC securities or relevant Bidco securities.
4.9 Save as disclosed in this Document, no agreement, arrangement or understanding (including any compensation arrangement) exists between Bidco or any person acting in concert with it and any of the FSFC Directors or the recent directors, shareholders or recent shareholders of FSFC, or any person interested or recently interested in FSFC Shares, having any connection with or dependence upon, or which is conditional upon the Acquisition.
4.10 Save as disclosed in this Document and save that Bidco reserves the right to transfer any such shares to any other member of the Bidco Group, there is no agreement, arrangement or understanding whereby the beneficial ownership of any FSFC Shares to be acquired by Bidco pursuant to the Scheme will be transferred to any other person.
4.11 No relevant FSFC securities have been redeemed or purchased by FSFC during the disclosure period.

5. Directors' letters of appointment

FSFC Directors

5.1 Each of the FSFC Directors has entered into a letter of appointment with FSFC with no fixed term. Their appointments are each subject to continued satisfactory performance, the provisions of the FSFC Articles and annual re-election by FSFC Shareholders. Each letter of appointment will terminate with immediate effect and without compensation if the relevant FSFC Director is not re-elected by FSFC Shareholders at the annual general meeting of FSFC held each year, is removed as a director under the FSFC Articles, or for certain other specified reasons, such as the relevant FSFC Director committing any act of gross misconduct, fraud or dishonesty, as set out in their respective letters of appointment. 5.2 The dates of appointment, notice periods and current fees per annum of each FSFC Director are summarised as follows:

FSFC Director	Date of appointment	Current fees (per annum)	Notice period (from either party)
Richard Davidson (Chair)	26 October 2021	£51,000	Three months
Sarika Patel	26 October 2021	£44,500¹	Three months
Josephine Bush	26 October 2021	£39,000²	Three months
Christopher Sutton	26 October 2021	£38,500³	Three months

Notes

¹ Inclusive of £7,500 of additional fees in respect of Sarika Patel's role as Chair of FSFC's Audit and Risk Committee and £1,000 of additional fees in respect of Sarika Patel's role as Senior Independent Director.
² Inclusive of £3,000 of additional fees in respect of Josephine Bush's role as Chair of FSFC's Sustainability and ESG Committee.
³ Inclusive of £2,500 of additional fees in respect of Christopher Sutton's role as Chair of FSFC's Nomination and Remuneration Committee.
5.3 In addition to the current total fees (per annum) that each FSFC Director is entitled to receive from FSFC as set out in the table in paragraph 5.2 above, pursuant to the terms of their respective letters of appointment and the FSFC Articles, FSFC has agreed to pay each of the FSFC Directors additional fees of an amount equal to the equivalent of four months' total fees each to reflect the increased workload relating to the preparation of a response to Averon Park's approach and the Acquisition, which is not contingent on completion of the Acquisition. The FSFC Directors are also entitled to reimbursement from FSFC of all reasonable out-of-pocket expenses incurred in the performance of their duties.
5.4 FSFC also maintains directors' and officers' insurance for the benefit of each FSFC Director. The FSFC Directors are entitled to the indemnification afforded to directors by the FSFC Articles and under the deeds of indemnity that have been entered into between FSFC and each of the FSFC Directors.

Other service agreements

5.5 Save as disclosed above:
- (A) there are no service agreements or letters of appointment between any FSFC Director or proposed director of FSFC and FSFC or any of its subsidiaries; and
- (B) no such contract or letter of appointment has been entered into or amended within the six months preceding the date of this Document.
5.6 Save as set out in paragraph 9 of Part II (Explanatory Statement) of this Document, the effect of the Scheme on the interests of the FSFC Directors does not differ from its effect on the like interests of any other holder of Scheme Shares.

6. Market quotations

The following table shows the Closing Price for FSFC Shares as derived from the Official List for the first Business Day of each of the six months before the date of this Document, for 28 May 2024 (being the last Business Day prior to the commencement of the Offer Period) and for the Latest Practicable Date:

2 January 2024 1 February 2024 1 March 2024 2 April 2024 1 May 2024 28 May 2024 3 June 2024 Latest Practicable Date	Date	FSFC Share price (p)
		63.1
		77.5
		65.4
		66.0
		69.4
		73.0
		96.0
		95.0

7. Material contracts

7.1 Bidco material contracts

Save as disclosed below, Bidco has not, during the period beginning on 29 May 2022 (being the date two years before the commencement of the Offer Period) and ending on the Latest Practicable Date, entered into any material contract otherwise than in the ordinary course of business.

The following contracts, not being contracts entered into in the ordinary course of business, and which are or may be material, have been entered into by members of the Bidco Group in the period beginning on 29 May 2022 (being the date two years before the commencement of the Offer Period) and ending on the Latest Practicable Date:

Share Exchange Agreement

On 24 June 2024, Bidco and Blackmead entered into a share exchange agreement (the "Share Exchange Agreement"), pursuant to which Blackmead has agreed to transfer, or procure the transfer, to Bidco of its FSFC Shares upon the Scheme becoming Effective. In consideration for such transfer of FSFC Shares, Bidco shall issue Bidco A Ordinary Shares to Blackmead.

The Share Exchange Agreement will terminate: (i) if the Scheme lapses or is withdrawn; (ii) if the Acquisition is implemented by way of a Takeover Offer, if the Takeover Offer lapses or is withdrawn; or (iii) if the Acquisition has not become Effective by the Long Stop Date.

The Share Exchange Agreement is governed by the laws of England and Wales.

7.2 FSFC material contracts

Save as disclosed below, no member of the FSFC Group has, during the period beginning on 29 May 2022 (being the date two years before the commencement of the Offer Period) and ending on the Latest Practicable Date, entered into any material contract otherwise than in the ordinary course of business.

The following contracts, not being contracts entered into in the ordinary course of business, and which are or may be material, have been entered into by members of the FSFC Group in the period beginning on 29 May 2022 (being the date two years before the commencement of the Offer Period) and ending on the Latest Practicable Date:

New Investment Management Agreement Heads of Terms

See paragraph 15 of Part II (Explanatory Statement) of this Document for details of the New Investment Management Agreement Heads of Terms entered into between Averon Park, FSFC and the Investment Manager.

Facility Agreement

FSFC Holdings 2 Limited (as borrower) (the "Borrower"), a member of the FSFC Group, entered into a facility agreement on 22 July 2022 with Clydesdale (as arranger, original lender, agent and security agent), which was amended on 11 March 2024 by way of the Facility Agreement Amendment Agreement (the "Facility Agreement"). The Facility Agreement provides a revolving credit facility to the Borrower of up £30 million with a four-year availability period (the "Debt Facility") which (subject to any prior refinancing) is due to expire on 22 July 2026, at which time it must be fully repaid. Subject to Clydesdale's willingness to extend and to certain time restrictions and conditions, the availability period of the Debt Facility may be extended to 22 July 2027. The Debt Facility also includes an accordion option for the Borrower to request up to an aggregate amount of £30 million as additional commitments (with a minimum amount of £10 million), subject to the agreement of Clydesdale and satisfaction of various conditions. Among other things, the Debt Facility may be used for financing investments made by the FSFC Group in accordance with FSFC's investment policy and the general corporate, working capital and short-term operational requirements of the FSFC Group and its investments. Each loan under the Debt Facility is repaid on the last day of the relevant interest period for that loan or can roll for another interest period, subject to certain conditions.

The headline interest rate applied on the Debt Facility includes a 'margin' of 2.10 per cent. per annum plus SONIA (subject to adjustment (either way) in accordance with certain sustainability-linked loan criteria which are tested annually on each anniversary of the date of the Facility Agreement). Default interest accrues at 1.0 per cent. higher than the interest rate and is payable on demand. The Facility Agreement provides for Clydesdale to receive a commitment fee of 35 per cent. of the then applicable margin on any unused amount under the Debt Facility. The Borrower also paid an arrangement fee of 1.0 per cent. on the initial commitment under the Debt Facility, and an agency fee and security agent fee will become payable if another party becomes a "lender" under the Debt Facility pursuant to the terms of the Facility Agreement.

Clydesdale (as security agent) has first priority security interests over the Borrower's assets, including fixed and floating charges over all its assets and undertakings. FSFC Holdings Limited, the direct parent of the Borrower, has also provided a security agreement in favour of Clydesdale (as security agent) charging by way of fixed charge its shares and investments, and an assignment of subordinated debt, each on a limited recourse basis. Blackmead Forestry Limited, a direct subsidiary of the Borrower, has provided a portfolio security agreement in favour of Clydesdale (as security agent) charging by way of fixed charge its shares and investments, and an assignment of shareholder debt, each on a limited recourse basis. The Borrower and FSFC Holdings Limited have also entered into a subordination agreement in favour of Clydesdale (as security agent) to subordinate debt owed by the Borrower to FSFC Holdings Limited to the liabilities owed by the Borrower to Clydesdale. FSFC Company 1 Limited and Blackmead Forestry II Limited, two other direct subsidiaries of the Borrower, are also "security providers" under the Facility Agreement and, as such, are captured by certain of its provisions notwithstanding that they have not provided security in connection with the Debt Facility.

The availability of the Debt Facility is subject to financial and non-financial covenants which the Borrower must comply with throughout the term of the Debt Facility, including that the loan to value ratio (expressed as a percentage) of the outstanding gross debt (calculated in accordance with the Facility Agreement) to Gross Asset Value (as defined in, and calculated in accordance with, the Facility Agreement) must not be greater than 30 per cent., tested on each "calculation date", being 31 March and 30 September each year (the "LTV Covenant"). Failure to satisfy these covenants may limit the Borrower's ability to borrow and/or trigger events of default, which in some instances could require the Borrower to cure those breaches by repaying the Debt Facility (either partially or in full). Subject to certain limitations, the Borrower has an equity cure right in respect of the LTV Covenant.

The Borrower may make voluntary prepayments of loans advanced under the Facility Agreement but is restricted to no more than three voluntary prepayments in any 12-month period. The Borrower is also entitled to re-draw sums repaid under the Debt Facility and may voluntarily cancel all or part of the Debt Facility.

The Borrower has given certain customary representations, warranties and undertakings in favour of Clydesdale under the Facility Agreement, including negative pledges with regards to the creation of security over any of the Borrower's or any security provider's assets, the entry into debt financing arrangements or guarantees and the disposal of the Borrower's or any security provider's assets (in each case subject to limited exceptions). The Borrower has also given certain customary indemnities to Clydesdale under the Facility Agreement.

The Facility Agreement is governed by the laws of England.

8. Irrevocable undertakings and letters of intent

8.1 Each of the FSFC Directors has given an irrevocable undertaking to vote (and, if applicable, procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer, in respect of their entire beneficial holdings of FSFC Shares as follows:

Name	Total Number of FSFC Shares¹	Percentage of issued share capital	Percentage of Scheme Voting Shares
Richard Davidson	150,000	0.09	0.12
Sarika Patel	40,000	0.02	0.03
Josephine Bush	19,000	0.01	0.02
Christopher Sutton	35,000 ––––––––––––––––	0.02 ––––––––––––––––	0.03 ––––––––––––––––
Total	244,000 –––––––––––––––– ––––––––––––––––	0.14 –––––––––––––––– ––––––––––––––––	0.20 –––––––––––––––– ––––––––––––––––

Note

¹ The FSFC Shares referred to in the table are, in some instances held via nominees. In each case, the relevant FSFC Director has undertaken to vote himself/herself, or to procure the exercise of the votes attaching to his/her FSFC Shares, in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting.

The irrevocable undertakings given by the FSFC Directors will remain binding in the event that a higher competing offer for FSFC is made but will lapse and cease to be binding: (a) immediately if Bidco announces (with the consent of the Panel) that it will not proceed with the Acquisition; or (b) on or from the earlier of: (i) the Scheme becoming Effective; (ii) the Long Stop Date; (iii) such time and date on which the Scheme is withdrawn, lapses or otherwise terminates in accordance with its terms (provided that the reason is not because Bidco has elected to proceed by way of a Takeover Offer rather than by way of a Scheme or vice versa); and (iv) any competing offer for the entire issued and to be issued share capital of FSFC being declared wholly unconditional or, if implemented by way of a scheme of arrangement, becoming effective.

8.2 The following FSFC Shareholder has given an irrevocable undertaking to vote (and, if applicable, procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer, in respect of its beneficial holding of FSFC Shares:

	Total Number of FSFC Shares	Percentage of issued share	Percentage of Scheme
Name		capital	Voting Shares
Greenbank	8,100,000	4.71	6.69

The irrevocable undertaking given by Greenbank will lapse and cease to be binding: (a) on the earlier of: (i) the Scheme becoming Effective or (if the Acquisition proceeds by way of a Takeover Offer), the Acquisition being declared unconditional in accordance with the requirements of the Code; (ii) the Long Stop Date; and (iii) the Acquisition being withdrawn, lapsing or otherwise terminating (provided that (A) the reason is not because Bidco has elected to proceed by way of a Takeover Offer rather than by way of a Scheme or vice versa; and/or (B) no new, revised or replacement Acquisition in accordance with Rule 2.7 of the Code is announced by Bidco at the same time); or (b) if, at any time prior to the Scheme becoming Effective or the Takeover Offer becoming unconditional (as applicable): (i) in accordance with Rule 2.7 of the Code, a third party (a "Competing Bidder") announces a firm intention to acquire the issued and to be issued share capital of FSFC not already owned by the Competing Bidder for an amount of consideration that is equal to or higher than the amount that is 10 per cent. more than the consideration pursuant to the Acquisition (a "Higher Competing Offer"); and (ii) Bidco does not increase the consideration offered pursuant to the Acquisition to an amount which represents an offer value equal to or higher than the consideration offered pursuant to the Higher Competing Offer by 11.59 p.m. on the fifth Business Day after the date of the firm intention announcement by the Competing Bidder, and, in the event that some or all of the consideration pursuant to the Higher Competing Offer includes non-cash consideration, such as shares or other securities, the amount of consideration offered under the Higher Competing Offer for the purposes of this assessment shall be as determined by the FSFC Board (acting reasonably), having taken advice from FSFC's financial advisers, and announced such determination by way of a Regulatory Information Service.

8.3 Each of the following FSFC Shareholders have given a non-binding letter of intent to vote (and, if applicable, procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer in respect of their beneficial holdings of FSFC Shares:

		Percentage of	Percentage of
	Total Number of	issued share	Scheme Voting
Name	FSFC Shares¹	capital	Shares
Aviva Investors	15,340,826	8.92	12.67
Cantor Fitzgerald Ireland Limited	8,852,145 ––––––––––––––––	5.14 ––––––––––––––––	7.31 ––––––––––––––––
Total	24,192,971 –––––––––––––––– ––––––––––––––––	14.06 –––––––––––––––– ––––––––––––––––	19.99 –––––––––––––––– ––––––––––––––––

9. Offer-related fees and expenses

9.1 Bidco fees and expenses

The aggregate fees and expenses incurred by Bidco and, as applicable, Averon Park and/or Blackmead in connection with the Acquisition (excluding any applicable VAT and other taxes) are expected to be approximately: 1

Category	Amount (£m)
Financial advice Legal advice	1.5852 0.8503
Accounting advice Other professional services Other costs and expenses	0.060 0.055 0.015 ––––––––––––
Total	2.565 –––––––––––– ––––––––––––

Notes:

1 Amounts have been subjected to rounding adjustments.

2 84 per cent. of the amount payable in respect of the aggregate fees and expenses for these services is conditional on the Acquisition becoming Effective.
3 Of which £100,000 is conditional on the Acquisition becoming Effective.

9.2 FSFC fees and expenses

The aggregate fees and expenses incurred by FSFC in connection with the Acquisition (excluding any applicable VAT and other taxes) are expected to be approximately:¹

Amount (£m)
2.086² 0.590 0.045³ 0.1954
0.1535 –––––––––––– 3.069 –––––––––––– ––––––––––––

Notes:

1 Amounts have been subjected to rounding adjustments.
2 75 per cent. of the amount payable in respect of the aggregate fees and expenses for these services is conditional on the Acquisition becoming Effective.
3 Of which £15,000 is conditional on the Acquisition becoming Effective.
4 Of which £12,000 is conditional on the Acquisition becoming Effective.
5 Certain of which are calculated by reference to hourly or daily rates. Amounts included in the table above reflect the time incurred up to the Latest Practicable Date and an estimate of the further time required prior to the Effective Date. This line item includes, inter alia, printing and data room hosting costs.

9.3 Bidco Director emoluments

The emoluments of the Bidco Director will not be affected by the Acquisition or any other associated transaction.

10. Financing arrangements relating to Bidco

The cash consideration payable by Bidco to the Scheme Shareholders under the terms of the Acquisition will be financed by the existing cash resources of Blackmead which Blackmead will make available to Bidco if the Acquisition becomes Effective.

All fees, costs and expenses incurred by members of the Averon Park Group in connection with the Acquisition will be met from the existing cash resources of the Averon Park Group.

11. Cash confirmation

Singer Capital Markets, in its capacity as financial adviser to Bidco, Blackmead and Averon Park, is satisfied that sufficient financial resources are available to Bidco to enable it to satisfy in full the cash consideration payable to FSFC Shareholders under the terms of the Acquisition.

12. No significant change

12.1 Save as disclosed in this Document, there has been no significant change in the financial or trading position of FSFC since 31 March 2024, being the date to which the latest unaudited half-year financial statements of FSFC were prepared.
12.2 Save as disclosed in this Document, there has been no significant change in the financial or trading position of Bidco since 20 May 2024, being the date on which Bidco was incorporated. Save as disclosed in this Document, full acceptance of the Acquisition will have no effect upon Bidco's earnings and assets and liabilities.

13. Property Valuation Report

For the purposes of Rule 29.5 of the Code, the FSFC Directors confirm that Savills has confirmed to them that the value of FSFC's portfolio of forestry and afforestation assets as at the date of this Document would not be materially different from the valuation given by Savills as at 31 March 2024 and contained in Savills' valuation report set out in Part VI (Rule 29 Valuation Report) of this Document.

14. Potential tax liability

Prior to the Effective Date, in the event that the forestry assets and other assets within FSFC's portfolio were to be sold at the valuation contained in Savills' valuation report set out in Part VI (Rule 29 Valuation Report) of this Document, any gains realised on such disposals may, in certain circumstances, be subject to taxation in the UK. If FSFC were to dispose of assets it would seek to do so, where possible, by the sale of the shares in an underlying UK subsidiary which holds such assets. As an investment trust for the purposes of UK taxation, FSFC would generally be exempt from UK corporation tax on any gains realised from such disposals. However, if an underlying UK subsidiary of FSFC were to dispose of assets held by it, any gains realised from such disposal may be subject to UK corporation tax. In connection with the Acquisition, it is not contemplated that any aforementioned liability to taxation will crystallise. Following the Effective Date, FSFC is no longer expected to qualify as an investment trust for the purposes of UK taxation. Therefore, if FSFC were to dispose of its subsidiaries or an underlying UK subsidiary of FSFC were to dispose of assets held by it following the Effective Date, any gains realised from such disposals may be subject to UK corporation tax.

15. Consent

Each of Stifel, Singer Capital Markets and Savills has given and not withdrawn its written consent to the issue of this Document with the inclusion of references to its name in the form and context in which they appear.

16. Documents published on a website

Copies of the following documents will be available for viewing on FSFC's website at https://fsfc.foresightgroup.eu/offer-fsfc and on Bidco's website at https://communications.singercm.com/p/4UWI-F5D/arizona-bidco by no later than 12:00 p.m. (London time) on the Business Day following the date of publication of this Document (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) up to and including the Effective Date or the date the Scheme lapses or is withdrawn, whichever is earlier:

16.1 this Document;
16.2 the Forms of Proxy;
16.3 the Form of Election;
16.4 the FSFC Articles;
16.5 a draft of the FSFC Articles as proposed to be amended at the General Meeting;
16.6 the Bidco Articles;
16.7 the Announcement;
16.8 the financial information relating to FSFC referred to in Part A (Financial information relating to FSFC) of Part V (Financial and ratings information) of this Document;
16.9 the financial information relating to Averon Park referred to in Part E (Financial information relating to Averon Park) of Part V (Financial and ratings information) of this Document;
16.10 the written consents referred to in paragraph 15 above;
16.11 the property valuation report contained in Part VI (Rule 29 Valuation Report) of this Document;
16.12 the irrevocable undertakings and letters of intent referred to in paragraph 8 above;
16.13 the material contracts referred to in paragraph 7 above to the extent there were entered into in connection with the Acquisition; and
16.14 the Rule 24.11 estimate of value letter contained in Part XII (Rule 24.11 Estimate of Value Letter) of this Document.

17. Sources of information and bases of calculation

17.1 As at the Latest Practicable Date, there were 172,056,075 FSFC Shares in issue, none of which were held in treasury.
17.2 As at the Latest Practicable Date, there were 121,052,313 Scheme Shares in issue, being equal to the 172,056,075 FSFC Shares in issue referred to in paragraph 17.1 above less the 51,003,762 FSFC Shares held by Blackmead.
17.3 As at the Latest Practicable Date, there were 121,042,313 Scheme Voting Shares in issue, being the 121,052,313 Scheme Shares in issue referred to in paragraph 17.2 above less the 10,000 FSFC Shares beneficially owned by Mr Stephen Thayer.
17.4 Any references to the entire issued and to be issued share capital of FSFC are based on the 172,056,075 FSFC Shares in issue referred to in paragraph 17.1 above.
17.5 The value of approximately £167 million for the entire issued and to be issued ordinary share capital of FSFC is based on the Cash Offer of 97 pence for each Scheme Share multiplied by the entire issued share capital of FSFC set out in paragraph 17.1 above.
17.6 Unless otherwise stated, all prices quoted for FSFC Shares are closing middle market quotations of a share derived from Bloomberg on the relevant date(s) and have been rounded to the nearest tenth of a penny.
17.7 All volume-weighted average FSFC Share prices are derived from data provided by Bloomberg for the relevant time periods and have been rounded to the nearest tenth of a penny.
17.8 Portfolio information relating to FSFC's portfolio of forestry and afforestation assets is derived from the Investment Manager and valuation information relating to FSFC's portfolio of forestry and afforestation assets is derived from the valuation report prepared by Savills as set out in Part VI (Rule 29 Valuation Report) of this Document. Certain immediately adjacent assets are treated by FSFC as a single property for the purposes of portfolio reporting. However, for the purposes of the valuation

report, Savills has treated these assets as separate properties, resulting in the valuation report referring to FSFC's portfolio comprising 71 forestry and afforestation assets (rather than 69).

17.9 The premium calculations to the price for each FSFC Share have been calculated by reference to:
- (A) the Closing Price of 73.0 pence per FSFC Share on 28 May 2024 (being the last Business Day before the commencement of the Offer Period);
- (B) the volume weighted average price of 67.7 pence per FSFC Share for the three-month period ended 28 May 2024; and
- (C) the volume weighted average price of 67.3 pence per FSFC Share for the six-month period ended 28 May 2024.
17.10 Unless otherwise stated, the financial information relating to FSFC has been extracted from FSFC's annual report and audited financial statements for the financial year ended 30 September 2023 or FSFC's interim report and unaudited financial statements for the six months ended 31 March 2024.
17.11 Certain figures included in this Document have been subject to rounding adjustments.
17.12 The 31 March 2024 NAV has been calculated by reference to the valuation in respect of FSFC's portfolio of forestry and afforestation assets as at 31 March 2024 prepared by Savills adjusted as follows:

	£m
Value of FSFC's portfolio of forestry and afforestation assets per valuation report	179.8
Adjustments*	9.2
Fair value of portfolio of investments	189.0
Group cash	4.5
Other net current assets/(liabilities)	0.7
Outstanding debt	(18.3)
31 March 2024 NAV	175.8
Total FSFC Shares in issue	172,056,075
31 March 2024 NAV per FSFC Share (p)	102.2p

* For the purposes of Rule 29.1(d)(ii) of the Code, "adjustments" is £9.2 million in value ascribed towards the creation of carbon credits.

Carbon credits are issued by the Woodland Carbon Code (the "WCC") and each unit represents measurable amounts of carbon dioxide (CO2) removed from the atmosphere by trees as they grow – one unit is one tonne of carbon dioxide equivalent permanently removed from the atmosphere. As trees take a while to grow and sequester carbon dioxide, the WCC issues two types of unit: Pending Issuance Units ("PIUs"), which recognise expected future additional and permanent carbon sequestration; and Woodland Carbon Units ("WCUs"), which recognise actual additional and permanent carbon sequestration.

As at 31 March 2024, the FSFC Group recognised value ascribed towards the creation of 478,000 carbon credits calculated by the Investment Manager as an estimated value of the progress made on obtaining validated WCUs. To date, none of the FSFC Group's PIUs have been converted into WCUs by the WCC.

When establishing the value of PIUs that have yet to receive validation (by the Soil Association, on behalf of the WCC), a conservative c.25 per cent. risk discount is applied to the average observed unit price of traded carbon credits. FSFC applies a 10 per cent. discount for the WCC validation process not having fully completed and a further 15 per cent. discount for carbon credit vintage risk. The vintage risk buffer has been retained in order to take account of the current lack of visibility of the timeframe within which the WCC carbon credits that form the existing comparable transaction data set will become usable for offsetting. When establishing the value of PIUs that have received Soil Association validation, FSFC applies only the 15 per cent. discount on the average observed unit price of traded carbon credits for vintage risk.

Pursuant to Rule 29.1(b)(iii) of the Code, as the carbon credits are a separate class of unquoted assets representing, in aggregate, less than 10 per cent. of FSFC's gross asset value, no external valuation of these assets is required under Rule 29 of the Code.

PART X

ADDITIONAL INFORMATION ON THE AVERON PARK GROUP AND THE BIDCO SHARES

1. Additional information on the Averon Park Group

Bidco is a private company limited by shares incorporated and registered in England and Wales on 20 May 2024 with company number 15730327. Bidco is indirectly wholly-owned by Averon Park and was formed for the purpose of implementing the Acquisition. Bidco has not traded or entered into any obligations other than in connection with the Acquisition. The share capital of Bidco currently comprises one Bidco A Ordinary Share, which is held by Blackmead. At the date of this Document, Bidco is, therefore, a wholly-owned direct subsidiary of Blackmead.

Blackmead is a private company limited by shares incorporated and registered in England and Wales on 7 March 2014 with company number 08928992 and is a wholly-owned direct subsidiary of Averon Park.

Averon Park is the ultimate holding company of Bidco, and its principal activity is to provide finance for unquoted trading companies in which it has an equity stake, and which are backed predominately by infrastructure assets with a low risk profile and where capital preservation is key. The directors of Averon Park are Gary Fraser (chairman of the board and also executive director, Chief Financial Officer and Chief Operating Officer of Foresight Group Holdings Limited), Graham Ross Russell (independent non-executive director), Peter Dicks (independent non-executive director) and Simon Jamieson (independent non-executive director). Blackmead is a wholly-owned direct subsidiary of Averon Park which holds the majority of Averon Park's assets, including, as at the Latest Practicable Date, 51,003,762 FSFC Shares. The issued ordinary share capital of Averon Park is held by Foresight Fund Managers Limited as nominee for the underlying beneficial investors in Averon Park, which comprise approximately 9,000 investors. Foresight Fund Managers Limited is an indirect subsidiary of Foresight Group Holdings Limited, the London Stock Exchange-listed ultimate parent company of the Investment Manager.

Set out below is a summary of the proposed share capital structure of Bidco and the provisions of the Bidco Articles governing the terms on which Scheme Shareholders who validly elect for the Alternative Offer will hold Rollover Shares in Bidco pursuant to the mechanism described in paragraph 11 of Part II (Explanatory Statement) of this Document.

2. Information on Bidco share capital

If the Alternative Offer were taken up in full by eligible Scheme Shareholders, it is expected that Bidco would issue around:

l 51,003,762 Bidco A Ordinary Shares to Blackmead in exchange for the transfer to Bidco from Blackmead of the 51,003,762 FSFC Shares currently held by Blackmead; and
l 42,996,813 Rollover Shares to those eligible Scheme Shareholders who validly elect to receive the Alternative Offer.

The Rollover Shares will be issued credited as fully paid.

3. Economic rights of Bidco Shares

The economic rights described below are subject to the advantages and disadvantages of the Alternative Offer described in paragraph 10 of Part II (Explanatory Statement) of this Document (for example, that (i) holders of Rollover Shares may be diluted over time, potentially significantly, should holders of Rollover Shares not elect to participate in further issues of additional shares, loan notes or other securities in Bidco; (ii) holders of Rollover Shares are not always entitled to participate in such issues; and (iii) such additional securities may have different rights to the Rollover Shares).

Subject to the above, from an economic perspective, the Bidco A Ordinary Shares and the Rollover Shares shall rank equally in all respects, including (without limitation) as regards any distributions, dividends, capital redemption or other returns or distributions of income or capital made by Bidco in respect of Bidco A Ordinary Shares and/or Rollover Shares by reference to a record date falling on or after the Effective Date.

Any return or distribution of capital or income in respect of Bidco A Ordinary Shares and/or Rollover Shares, whether on Exit (as described below in paragraph 8 of this Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document or otherwise, shall be distributed to each holder of Bidco A Ordinary Shares and Rollover Shares pro rata to their holdings of Bidco Shares.

4. Governance and voting rights of Bidco Shares

Every holder of one or more Bidco A Ordinary Shares on the date on which either a written resolution is circulated, or a general meeting is held and who is present at such meeting shall, subject to the Bidco Articles, have one vote for each Bidco A Ordinary Share held.

Bidco will generally be governed by its director(s) from time to time. However, for so long as the Rollover Shares represent, in aggregate, in excess of 5 per cent. of the share capital of Bidco, the following matters are reserved matters requiring the prior consent of holders of at least 50.1 per cent. or more of the Rollover Shares ("Rollover Shareholder Minority Consent"):

(A) any amendments to the provisions of the Bidco Articles that have a material and disproportionate adverse impact on the economic rights of the Rollover Shares;
(B) the entry into, by Bidco or any other member of the Bidco Group, of any related party contract with Blackmead, and/or its affiliates (subject to customary carve outs, including: (i) contracts in respect of the provision of debt or equity funding to, inter alia, Bidco or any member of the Bidco Group; (ii) contracts entered into in the ordinary course of business and/or on arms' length terms; and (iii) contracts with a value of less than 5 per cent. of the NAV of Bidco at the relevant time); and
(C) any buyback of Bidco A Ordinary Shares unless Rollover Shares are also being bought back (or Rollover Shareholders have been offered the opportunity to participate in the buyback) on a pro rata basis.

Rollover Shareholder Minority Consent will not be required in relation to any action approved by Bidco and/or Blackmead (which they shall be entitled but not obliged to take) in relation to dealing with any emergency and/or distress and/or underperformance affecting or reasonably likely to affect Bidco.

For the avoidance of doubt, the issue of securities in Bidco or any of its affiliates to Blackmead or any other third party approved by it shall not require any consent of any holder of Rollover Shares if such holder has (either before or after through a catch-up right) been offered, but has not accepted or (under the terms of such offer) has been deemed to have accepted, the opportunity to take up their pro-rata share of such an issue.

Except as described above, any decisions of the Bidco Board (as approved by Blackmead), including (without limitation) any amendment to the rights attaching to the Bidco Shares (notwithstanding any statutory class rights or otherwise) shall be deemed to be approved by each Rollover Shareholder, provided that reasonable notice setting out the amendments shall be sent to Rollover Shareholders. In order to give effect to the foregoing principle, the passing of statutory class consents in respect of alterations of statutory class rights attaching to the Rollover Shares may be made by Blackmead on behalf of the holders of Rollover Shares.

5. Transfers of Rollover Shares

Rollover Shares will not be transferable without the prior written consent of Blackmead except pursuant to:

(A) Annual Tender Offers and any share buy-backs described below;
(B) a Reorganisation of the Bidco Group approved by Blackmead; or
(C) the operation of the drag-along or tag-along rights described below.

6. Annual Tender Offers and Bidco Share buybacks

6.1 Annual Tender Offers

Bidco will use reasonable endeavours to facilitate an annual liquidity event for Original Rollover Shareholders by providing an opportunity for such Rollover Shareholders to sell a portion of their Rollover Shares back to Bidco at the NAV per Rollover Share as reported in Bidco's most recent annual report in each financial year (an "Annual Tender Offer"). It is expected that an Annual Tender Offer will be offered periodically within four months of Bidco's financial year end.

NAV, as determined by reference to Bidco's annual report in each financial year, shall be final in determining the price at which Rollover Shares will be bought back by Bidco pursuant to each Annual Tender Offer.

The availability of an Annual Tender Offer will depend on, in addition to being legally permissible, the Bidco Board being satisfied of the availability of sufficient free cash flow, taking account of Bidco's maintenance of appropriate working capital balances.

6.2 Bidco Share buybacks

Without prejudice to the Annual Tender Offer(s), Bidco will have the ability (but not an obligation) under the Bidco Articles to buyback Rollover Shares as and when the Bidco Board think fit at a price to be determined by the Bidco Board (subject always to agreement with the relevant Rollover Shareholder as to the terms of any such buyback and subject to applicable law).

7. Further Bidco Share issues

If, after the Effective Date, Bidco proposes to issue new Bidco Shares (being either Bidco A Ordinary Shares, Rollover Shares or otherwise), each holder of Bidco Shares shall be entitled to participate pro rata in such issue (either, at the option of the Bidco Board, at the time of such issue or through a catch-up right), excluding issues of new Bidco Shares, or transfers of Bidco Shares from treasury:

(A) in connection with a Reorganisation of the Bidco Group, IPO or pre-IPO reorganisation;

(B) in connection with dealing with any emergency and/or distress and/or underperformance affecting or reasonably likely to affect Bidco; or
(C) in respect of which Blackmead obtains Rollover Shareholder Minority Consent to the disapplication of pre-emption rights.

8. Exit arrangements

Blackmead shall take any decisions in respect of an exit, including Blackmead having a drag-along right (and there being a corresponding customary tag-along right) in relation to Rollover Shares and/or any other shares in Bidco provided that such exit (if a sale) is to a third party (excluding, for the avoidance of any doubt, Blackmead or any affiliate of Blackmead and any fund, company or other entity managed by the Investment Manager or any member of its group) and the form of consideration payable under the dragalong right or tag-along right (as the case may be) is the same as that which is received by Blackmead in respect of Bidco A Ordinary Shares (unless Blackmead agrees to accept non-cash consideration and determines that shareholders who are the subject of the drag-along right or tag-along right (as the case may be) may receive a cash or cash-like equivalent).

The following actions shall be at Blackmead's sole discretion:

(A) any sale, transfer, or disposal of or other dealing in Bidco Shares (other than Rollover Shares);
(B) the giving of any consent for any transfer of Rollover Shares;
(C) any reorganisation of the Bidco Group, including, but not limited to, any winding up or similar process in respect of any member of the Bidco Group where such process is required by applicable law, or such action would not reasonably be expected to have an adverse effect on the Bidco Group as a whole (a "Reorganisation of the Bidco Group"). Rollover Shareholders shall co-operate and take such actions in respect of any proposed Reorganisation of the Bidco Group as are requested by Bidco, Blackmead, or Averon Park in respect of the same; and
(D) any sale of shares, asset sale, IPO, winding up or other form of liquidity event relating to the Bidco Group (other than pursuant to an Annual Tender Offer or any Bidco Share buybacks described above) (an "Exit").

All holders of Rollover Shares will be required to co-operate and take such actions in respect of any proposed Exit as are reasonably requested by Bidco, Blackmead, or Averon Park.

Each holder of Rollover Shares who is selling their Rollover Shares will give such customary undertakings, warranties and indemnities as are requested in relation to the Exit, including, without limitation, any obligation to contribute to any escrow, in each case on the same basis and terms, including as to the basis of liability and any proportionality provisions, as Blackmead.

9. Information rights of Rollover Shareholders

Each Rollover Shareholder holding in excess of 3 per cent. of the issued share capital of Bidco shall, for so long as they hold in excess of 3 per cent., be entitled to receive detailed quarterly management reports covering valuation, operational highlights, portfolio developments and sustainability within approximately eight weeks of the relevant quarter end.

Each Rollover Shareholder who receives such information is entitled to pass such information to its affiliates on a confidential basis to the extent that such affiliates need to know such information.

10. Terms of Alternative Offer in the event of a switch to a Takeover Offer

In the event that Bidco elects, with the consent of the Panel, to switch to a Takeover Offer, and less than 100 per cent. of the FSFC Shares are acquired by Bidco (pursuant to acceptances of the Takeover Offer or otherwise) on or around the date of such Takeover Offer becoming unconditional, the total number of Bidco A Ordinary Shares to be issued to Blackmead and Rollover Shares to be issued to eligible FSFC Shareholders who validly elect for the Alternative Offer at that time will be reduced (and in the same proportions as between Bidco A Ordinary Shares and Rollover Shares) such that the maximum number of Rollover Shares available to eligible FSFC Shareholders under the Alternative Offer will remain equal to the equivalent of 24.99 per cent. of the total Bidco Offer Shares in issue at such time following the settlement of consideration due to FSFC Shareholders who have accepted the Takeover Offer (either the Cash Offer or the Alternative Offer) on or before that time. In that event, to the extent that valid elections for the Alternative Offer are unable to be satisfied in full, the number of Rollover Shares to be issued to each eligible FSFC Shareholder who has validly elected for the Alternative Offer will be reduced on a pro rata basis, and the consideration for each FSFC Share that is not exchanged for a Rollover Share will be paid in cash in accordance with the terms of the Cash Offer.

If: (i) further FSFC Shares are acquired for cash by or on behalf of Bidco after the Takeover Offer becomes unconditional (under the Cash Offer or the compulsory acquisition procedure or otherwise); and (ii) the Bidco A Ordinary Shares to be issued to fund those acquisitions were not included in the calculation of the above 24.99 per cent. maximum entitlement of eligible FSFC Shareholders who elect for the Alternative Offer, any additional Bidco Shares which are to be issued in order to fund those acquisitions will be offered in the same proportions as between the Bidco A Ordinary Shares and Rollover Shares as existed following the initial issue of Bidco Offer Shares to electing eligible FSFC Shareholders. Such holders of Rollover Shares shall be entitled to customary pre-emption rights or catch-up rights in relation to any such additional issue of Bidco Shares in order to have an opportunity to maintain their percentage interests in Bidco. Any such additional Bidco Shares offered and taken up by holders of Rollover Shares will be issued in the form of Rollover Shares, and any such additional Bidco Shares to be issued to Blackmead (including where such holders of Rollover Shares do not take up in full their pre-emption or catch-up right) will be issued in the form of Bidco A Ordinary Shares.

If Bidco exercises its right to implement the acquisition of the FSFC Shares by way of a Takeover Offer, the Rollover Shares will not be offered in the United States except pursuant to an exemption from or in a transaction not subject to registration under the US Securities Act.

11. "Know Your Client" and other regulatory requirements

Eligible Scheme Shareholders, and any underlying indirect owners who hold Scheme Shares through a nominee or similar arrangement, who elect for the Alternative Offer may, at the sole discretion of Bidco, be required to deliver, and procure that their affiliates and other related persons deliver, to Bidco or its agent at or prior to the Election Return Time, such materials and information with respect to themselves (and, to the extent applicable, their directors, shareholders, members, affiliates and other relevant parties) as requested by Bidco in order to satisfy any applicable anti-money laundering, anti-bribery and corruption, anti-sanctions and "Know Your Client" checks reasonably required by Bidco ("KYC Information") and/or any antitrust or regulatory change in control approvals required by any regulator. Further details of the steps to be taken by eligible Scheme Shareholders in order to satisfy such requirements are set out in Part XI (How to make an election for the Alternative Offer) of this Document.

PART XI

HOW TO MAKE AN ELECTION FOR THE ALTERNATIVE OFFER

1. Making an election

1.1 Shares held in certificated form

You should note that if you hold Scheme Shares in certificated form and are not a Restricted Shareholder and you wish to make an election under the Alternative Offer you must complete and sign the green Form of Election in accordance with the instructions printed thereon and return it to Computershare at Corporate Actions Projects, Bristol BS99 6AH, United Kingdom so as to be received by no later than the Election Return Time. In respect of Scheme Shareholders who hold their Scheme Shares in certificated form, a pre-paid envelope has been provided with this Document which may be used (within the United Kingdom) for the return of the Form of Election. The instructions printed on, or deemed to be incorporated into, the Form of Election constitute part of the terms of the Scheme. You may elect to take up the Alternative Offer in respect of all (but not part only) of your holding of Scheme Shares.

If you wish to receive cash for the Scheme Shares that you hold at the Scheme Record Time and do not wish to make an election under the Alternative Offer, do not return the green Form of Election.

Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant territory.

If you have more than one designation in FSFC's register of members in respect of Scheme Shares in respect of which you wish to elect for the Alternative Offer, you are required to complete a separate Form of Election for each designation of such Scheme Shares.

Any underlying indirect owner who holds Scheme Shares through a nominee or similar arrangement and who wishes to elect for the Alternative Offer may need first to arrange with such nominee or similar registered holder for the transfer of such Scheme Shares into, and then make an election for the Alternative Offer in, its own name.

An election for the Alternative Offer is revocable until the Election Return Time, by notice in writing in accordance with this Document. Any revocation of part of an election for the Alternative Offer will result in the entire election being treated as invalid by Bidco.

If you need further copies of the Form of Election, please contact Computershare by calling the Shareholder Helpline between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales) on +44 (0) 370 707 1231. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Please note that Computershare cannot provide any financial, legal or tax advice, or any advice on the merits of the Acquisition or the Scheme, and calls may be recorded and monitored for security and training purposes.

1.2 Shares held in uncertificated form (that is, in CREST)

The issue of Rollover Shares pursuant to the Alternative Offer will be settled outside of CREST (certificated form only with no ISIN) and therefore cannot be supported by Euroclear for transformation purposes in respect of any CREST participant that submits a TTE Instruction for the Alternative Offer, and any resolution of unsettled trades will need to be managed outside of CREST bilaterally between the CREST participants involved.

You should note that if you hold Scheme Shares in uncertificated form and you wish to elect for the Alternative Offer and are not a Restricted Shareholder, you will not receive, and should not complete, a Form of Election but instead take (or procure to be taken) the actions set out below to transfer the Scheme Shares in respect of which you wish to elect for the Alternative Offer to the relevant escrow account using a TTE Instruction specifying Computershare (in its capacity as a CREST participant under the participant ID referred to below) as the escrow agent ("Escrow Agent"), as soon as possible and in any event so that the TTE Instruction settles no later than the Election Return Time.

If you are a CREST personal member or other CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your participation ID and the member account ID under which your Scheme Shares are held. In addition, only your CREST sponsor will be able to send the TTE Instruction to Euroclear in relation to your Scheme Shares. You should send (or, if you are a CREST personal member or other CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear which must be properly authenticated in accordance with Euroclear's specifications and which must contain, in addition to the other information that is required for a TTE Instruction to settle in CREST, the following details:

(A) the number of Scheme Shares to be transferred to escrow (which number must equal your entire holding of Scheme Shares);
(B) your member account ID;
(C) your participant ID;
(D) the participant ID of the Escrow Agent, which is 3RA42;
(E) the member account ID of the Escrow Agent, which is FORALT01;
(F) the ISIN number of the Scheme Shares. This is GB00BMDPKM71;
(G) the intended settlement date. This should be as soon as possible and in any event by the Election Return Time;
(H) the corporate action number for the transaction. This is allocated by Euroclear and can be found by viewing the relevant corporate action details on screen in CREST;
(I) a CREST standard delivery instruction priority of 80; and
(J) a contact name and telephone number (in the shared note field of the TTE Instruction).

After settlement of the TTE Instruction, save as set out below, you will not be able to access the Scheme Shares in CREST for any transaction or for charging purposes. If the Scheme becomes Effective, the Escrow Agent will immediately transfer the Scheme Shares to Bidco or its nominees. You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedure outlined above.

You should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Scheme Shares to settle prior to the Election Return Time. In this regard you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Please note that if: (i) you elect for the Alternative Offer in respect of Scheme Shares which are held in CREST; and (ii) you fail to give the TTE Instructions to settle prior to the Election Return Time in accordance with the instructions set out above, your election for the Alternative Offer will be invalid and you will receive cash pursuant to the terms of the Cash Offer as if you had not elected for the Alternative Offer.

An election for the Alternative Offer is revocable until the Election Return Time. If you have submitted a TTE Instruction, you may withdraw your TTE Instruction through CREST by sending (or, if you are a CREST sponsored member, procuring that your CREST sponsor sends) an ESA Instruction to settle in CREST by no later than the Election Return Time. Each ESA Instruction must, in order for it to be valid and to settle, include the following details:

(A) the number of Scheme Shares to be withdrawn (which number must equal your entire holding of Scheme Shares);
(B) your member account ID;
(C) your participant ID;
(D) the ISIN number of the Scheme Shares. This is GB00BMDPKM71;
(E) the participant ID of the Escrow Agent, which is 3RA42;
(F) the member account ID of the Escrow Agent, which is FORALT01;
(G) the CREST transaction ID of the TTE Instruction to be withdrawn;
(H) the intended settlement date for the withdrawal;
(I) the corporate action number for the transaction: this is allocated by Euroclear and can be found by viewing the relevant corporate action details onscreen in CREST; and
(J) a CREST standard delivery instruction priority of 80.

Any such withdrawal will be conditional upon Computershare verifying that the withdrawal request is validly made. Accordingly, Computershare will, on behalf of FSFC and Bidco, reject or accept the withdrawal by transmitting in CREST a receiving agent reject or receiving agent accept message.

Alternatively, you may revoke an election for the Alternative Offer by notice in writing in accordance with this Document. Any revocation of part of an election for the Alternative Offer will result in the entire election being treated as invalid by Bidco.

1.3 Nominee holder elections for the Alternative Offer

Nominee and similar holders of Scheme Shares are responsible for ensuring that elections made by them for the Alternative Offer are consistent with the instructions they have received from the relevant underlying indirect owner and are validly completed. None of FSFC, Bidco or Computershare shall: (a) have any obligation to verify that an election made by a nominee or similar Scheme Shareholder for the Alternative Offer is consistent with the instructions given by the underlying indirect owner or is validly completed by the nominee or similar holder; or (b) have any liability to the nominee or similar holders of Scheme Shares or any underlying indirect owner in the event that an election by any such nominee or similar holder for the Alternative Offer is rejected or treated as invalid, or is not made in accordance with the instructions received from the relevant underlying indirect owner.

For CREST nominees that operate pooled accounts, partial elections for the Alternative Offer will be permitted, provided that they are in respect of the total number of Scheme Shares in which the underlying Scheme Shareholder is interested. However, any underlying indirect owner who holds Scheme Shares through a nominee or similar arrangement, either in uncertificated form through CREST or in certificated form, who wishes to elect for the Alternative Offer may need first to arrange with such nominee or similar registered holder for the transfer of such Scheme Shares into, and then make an election for the Alternative Offer in, its own name.

2. General

Persons who have made valid elections under the Alternative Offer will not be entitled to transfer the relevant Scheme Shares after the Scheme Record Time.

No election under the Alternative Offer will be valid unless, in the case of certificated shares, a green Form of Election is completed in all respects and submitted, or in the case of uncertificated shares, an appropriate TTE Instruction is settled, in each case, by the Election Return Time.

If any Form of Election, in the case of certificated shares, or TTE Instruction, in the case of uncertificated shares, to make an election under the Alternative Offer is either received after the Election Return Time or is received before such time and date but is not valid or complete in all respects at such time and date (including in the event that requested KYC Information has not been received in a form satisfactory to Bidco at or prior to such time), such election shall, for all purposes, be void and the Scheme Shareholder purporting to make such election shall not, for any purpose, be entitled to receive any consideration under the Alternative Offer and the relevant Scheme Shareholder will, upon the Scheme becoming Effective, only be entitled to receive the cash consideration due pursuant to the terms of the Cash Offer under the Scheme in respect thereof.

Without prejudice to any other provision of this Part XI (How to make an election for the Alternative Offer) or the Form of Election or otherwise, Bidco and FSFC reserve the right in their absolute discretion to treat as valid any election for the Alternative Offer which is not entirely in order.

No acknowledgements of receipt of any Form of Election or other documents will be given. All communications, notices, other documents and remittances to be delivered by or to or sent to or from holders of Scheme Shares (or their designated agent(s)) or as otherwise directed will be delivered by or to or sent to or from such holders of Scheme Shares (or their designated agents(s)) at their risk. Bidco and FSFC and/or their respective agents reserve the right to notify any matter to all or any Scheme Shareholders: (i) with registered addresses outside the United Kingdom; or (ii) whom Bidco, FSFC and/or their respective agents know to be nominees, trustees or custodians for such Scheme Shareholders by announcement in the United Kingdom or paid advertisement in any daily newspaper published and circulated in the United Kingdom or any part thereof, in which case such notice shall be deemed to have been sufficiently given notwithstanding any failure by any such Scheme Shareholders to receive or see such notice. All references in this Document to notice in writing, or the provision of information in writing, by or on behalf of Bidco, FSFC and/or their respective agents shall be construed accordingly. No such document shall be sent to an address outside the United Kingdom where it would or might infringe the laws of that jurisdiction or would or might require Bidco or FSFC to obtain any governmental or other consent or to effect any registration, filing or other formality with which, in the opinion of Bidco and FSFC, they would be unable to comply or which they regard as unduly onerous.

Each Scheme Shareholder by whom, or on whose behalf, either a Form of Election is executed and lodged with Computershare, or a TTE Instruction is submitted to Euroclear, irrevocably undertakes, represents, warrants and agrees to and with each of Bidco and FSFC (as applicable) (so as to bind them and their heirs, successors and assigns) to the effect that the execution of the Form of Election, or submission of a TTE Instruction to Euroclear (as applicable) will, conditionally on (and with effect from) the Scheme becoming Effective, constitute:

(A) an irrevocable authority pursuant to which Bidco shall be entitled to direct the exercise of any votes and any or all other rights and privileges (including the right to requisition the convening of a general meeting of FSFC or any class of its shareholders) attaching to the Scheme Shares to which such Form of Election or TTE Instruction (as applicable) relates;
(B) an authority to FSFC from such Scheme Shareholder to send any notice, warrant, document or other communication issued after the Effective Date which may be required to be sent to them as a member of FSFC (including any share certificate(s) or other document(s) of title issued as a result of the conversion of such Scheme Shares into certificated form) to Bidco at C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom;
(C) an authority to Bidco or any director of Bidco to appoint any person to sign any instrument(s) of transfer or sign any consent to short notice on their behalf in respect of such Scheme Shares, and to attend any such meeting or execute a form of proxy (and, where appropriate, any appointment pursuant to section 323 of the Companies Act) in respect of such Scheme Shares appointing any person nominated by Bidco to attend general meetings and separate class meetings of FSFC or its members (or any of them) (and any adjournment thereof);
(D) a further authority to Bidco or any director of Bidco to exercise or refrain from exercising the votes attaching to such Scheme Shares on their behalf;
(E) the agreement of such Scheme Shareholder not to exercise any voting rights without the consent of Bidco and the irrevocable undertaking of such Scheme Shareholder not to appoint a proxy or corporate

representative to attend, and not themselves to attend, any such general meeting or separate class meeting;

(F) the appointment of FSFC and/or Bidco and/or any one or more of their respective directors as its agent and/or attorney to execute (in such form as Bidco may require), any exchange agreement, instrument of transfer, or other document or instrument deemed by Bidco (in its absolute discretion) to be necessary or desirable in connection with the Alternative Offer; and
(G) a representation and warranty to Bidco that they are not prohibited by law from electing to receive the Alternative Offer.

All powers of attorney, appointments as agent and authorities on the terms conferred by or referred to in this Document or in the Form of Election are given by way of security for the performance of the obligations of the Scheme Shareholder concerned and are irrevocable (in accordance with section 4 of the Powers of Attorney Act 1971), except as required by law or as determined by the Panel in accordance with the Code.

The Form of Election and TTE Instructions and all elections thereunder or pursuant thereto and all contracts made pursuant thereto and action taken or made or deemed to be taken or made under any of the terms of this Part XI (How to make an election for the Alternative Offer) of this Document and the relationship between a Scheme Shareholder, FSFC and/or Bidco and/or Computershare shall be governed by and construed in accordance with English law.

The execution by or on behalf of a Scheme Shareholder of a Form of Election or the submission by or on behalf of a Scheme Shareholder of a TTE Instruction (as applicable) will constitute their agreement that the courts of England and Wales are (subject to the paragraph below), to have exclusive jurisdiction to settle any dispute which may arise in relation to all matters arising out of or in connection with the creation, validity, effect, interpretation or performance of the legal relationships established by the Alternative Offer Election, or otherwise arising in connection with the Scheme and such election (but, for the avoidance of doubt, not in respect of the Rollover Shares themselves), and for such purposes that they irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

The execution of a Form of Election, or the submission of a TTE Instruction (as applicable) by or on behalf of a Scheme Shareholder will constitute their agreement that the provision set out above is included for the benefit of Bidco, FSFC, Computershare and their respective agents and accordingly, notwithstanding the exclusive agreement in the paragraph above in this Part XI (How to make an election for the Alternative Offer) of this Document each of Bidco, FSFC and Computershare and their respective agents shall retain the right to, and may in their absolute discretion, bring any action, suit or proceedings arising out of or in connection with the Scheme and any Form of Election or TTE Instruction in the courts of any other country which may have jurisdiction and that the electing Scheme Shareholder irrevocably submits to the jurisdiction of the courts of any such country.

If the Scheme does not become effective in accordance with its terms, any election made shall cease to be valid.

Neither Bidco nor FSFC, nor Computershare nor any of their respective advisers or any person acting on behalf of any of them shall have any liability to any person for any loss or alleged loss arising from any decision as to the treatment of elections under the Scheme on any of the bases set out in this Part XI (How to make an election for the Alternative Offer) of this Document or otherwise in connection therewith.

Any Scheme Shareholder who has validly elected for the Alternative Offer may, by written notice to Computershare, cancel their election for the Alternative Offer, provided that such notice is received by Computershare by no later than the Election Return Time.

If you hold your Scheme Shares in uncertificated form and the Scheme does not become Effective in accordance with its terms, the Escrow Agent will transfer back to you all of your Scheme Shares that were transferred to an escrow balance.

If you have any questions as to the action required to be taken by you in connection with the Alternative Offer, you are strongly encouraged to contact Computershare as soon as possible on the Shareholder Helpline.

PART XII

RULE 24.11 ESTIMATE OF VALUE LETTER

The Director Arizona Bidco Limited The Shard 32 London Bridge Street London United Kingdom SE1 9SG

25 June 2024

Dear Sir,

Recommended acquisition of Foresight Sustainable Forestry Company plc ("FSFC") by Arizona Bidco Limited ("Bidco") (a newly formed vehicle, wholly owned, indirectly, by Averon Park Limited ("Averon Park"))

Estimated Value of one Rollover Share

Pursuant to the requirements of the Code, you have requested our view as to an estimated range of values of the Rollover Shares offered by Bidco to eligible Scheme Shareholders (the "Estimated Value") pursuant to the Alternative Offer (as defined below).

Under the terms of the Acquisition, as an alternative to the Cash Offer, Scheme Shareholders (other than Restricted Shareholders) may elect, in respect of all (but not part only), of their holding of Scheme Shares to receive one unlisted B ordinary share of £0.01 each in the capital of Bidco (a "Rollover Share") for each Scheme Share held in lieu of the Cash Offer to which they are otherwise entitled (the "Alternative Offer"), subject to the terms and conditions of the Alternative Offer.

If elections are validly received from eligible Scheme Shareholders that would require the issue of Rollover Shares exceeding the Alternative Offer Maximum, such elections will be unable to be satisfied in full. In these circumstances, the number of Rollover Shares to be issued in respect of the Scheme Shares will be reduced on a pro rata basis, and the balance of the consideration for the Scheme Shares will be paid in cash in accordance with the terms of the Cash Offer.

The availability of the Alternative Offer is conditional upon valid elections being made for such number of Rollover Shares which represent, in aggregate, at least 5 per cent. of the Bidco Offer Shares (the "Alternative Offer Minimum Threshold"), failing which it will lapse. In these circumstances, no Rollover Shares will be issued and the consideration payable in respect of each Scheme Share will be settled in cash in accordance with the terms of the Cash Offer.

The Rollover Shares will be unlisted securities and we understand from Bidco that there are no plans to seek a public quotation on any stock exchange.

Capitalised terms used in this letter will, unless otherwise stated, have the same meaning given to them in the document of which this letter forms part dated 25 June 2024 (the "Document").

The terms and conditions of the Alternative Offer are further described in the Document.

Purpose

This estimate of value has been provided to the Bidco Director solely for the purpose of complying with the requirements of Rule 24.11 of the Code in connection with the Acquisition and shall not be used or relied upon for any other purpose whatsoever. It is not addressed to, and may not be relied upon by, any third party for any purpose whatsoever and Singer Capital Markets expressly disclaims any duty, responsibility or liability to any third party with respect to the contents of this letter.

The Estimated Value assumes both a willing buyer and seller of equal bargaining power, neither being under any compulsion to buy or sell, dealing on an arm's length basis and where each party had knowledge of all relevant information.

The Estimated Value is limited to an estimate of the value of the Rollover Shares available under the Alternative Offer as at the Latest Practicable Date and is given and valid as at the date hereof only. Singer Capital Markets assumes no obligation to update or revise the Estimated Value based upon circumstances or events occurring after the date hereof.

The Estimated Value does not represent the value that a holder of the Rollover Shares may realise on any future sale of the Rollover Shares – such a value may be higher or lower than the estimated range of values provided in this letter. The Estimated Value may also differ substantially from estimates available from other sources.

Information

In arriving at the Estimated Value, we have reviewed and considered, among other things:

l certain publicly available financial statements, the Document, the Savills valuation report set out in Part VI (Rule 29 Valuation Report) of the Document and other business and financial information relating to FSFC;
l certain information and the commercial assessment provided by representatives and directors of Bidco, Averon Park and the Investment Manager relating to the business, operations, financial condition and prospects of the Bidco Group (including, for these purposes, FSFC), Averon Park and Blackmead;
l the rights and restrictions attached to the Rollover Shares as summarised and contained in the Document and the Bidco Articles;
l the terms of the Acquisition and its proposed financing; and
l such other analyses and such other information as we considered appropriate for the purpose of this letter.

In addition, we have met with the Bidco Director, the Averon Park Directors and members of the investment management team of the Investment Manager to discuss the above, the Acquisition and other matters we believed to be relevant to our review, and we have considered and relied upon their commercial assessments.

In performing our analyses, we have relied upon and assumed the accuracy and completeness of all information that was publicly available or which was furnished to or discussed with us by or on behalf of Bidco, Averon Park and Blackmead or otherwise reviewed by or for us for the purposes of this letter, and we have not independently verified (nor have we assumed responsibility or liability for independently verifying) any such information or its accuracy or completeness.

We have not conducted any valuation or appraisal of any assets or liabilities of Bidco, nor have we been provided with any appraisal of any assets or liabilities of Bidco, nor have we evaluated the solvency of Bidco under any applicable laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses, projections and forecasts provided to us or derived therefrom, we have assumed that they have been reasonably and properly prepared based on assumptions reflecting the best currently available estimates and judgements by the Bidco Director and the Averon Park Directors as to the expected future results of operations and financial condition of Bidco to which such analyses, projections or forecasts relate. We express no view as to such analyses, projections or forecasts or the assumptions on which they were based.

We have assumed for the purposes of this letter that the Rollover Shares are already in issue, that the Scheme has become Effective in accordance with its terms (with no modification or delay), that the conditions to the issue and allotment of Rollover Shares and the Alternative Offer have been satisfied or (if applicable) waived (without adverse effect) and that Bidco has acquired the entire issued and (if applicable) to be issued ordinary share capital of FSFC not already owned by the Averon Park Group.

If any of the information or assumptions relied upon prove to be incorrect, the actual value of a Rollover Share may be different from, including potentially considerably less than or more than, the Estimated Value. Our view as expressed in this letter is necessarily based on economic, market and other conditions, the prospects of Bidco and other factors which generally influence the valuation of companies and securities, in each case as they exist at the date hereof and on the information made available to us as of the date of this letter.

The Estimated Value is being arrived at during a period of unusual volatility in the financial markets and a period of sustained discounts for listed investment funds. It should be understood that subsequent developments and/or changes to prevailing financial, economic and market conditions, the financial condition and prospects of Bidco (and other factors which generally influence the valuation of companies and securities) may affect the views provided in this letter and that we assume no obligation to update, revise or reaffirm the views expressed in this letter, unless required to do so by the Code.

Methodology

In arriving at the Estimated Value, we have, among other things:

(A) included a relevant discount to the 31 March 2024 NAV, which is the date of the latest publicly available independent valuation of FSFC's portfolio, to account for the lack of a liquid market for the Rollover Shares and the lack of shareholder protections attached to the Rollover Shares as summarised in the Document. This is a key element of our approach as holders of the Rollover Shares will have exposure to substantially the same assets as held under FSFC but without a number of benefits that FSFC Shareholders enjoy as the FSFC Shares are listed on the premium segment of the Official List and traded on the London Stock Exchange's main market for listed securities;
(B) considered sensitivities to the 31 March 2024 NAV;
(C) considered the potential availability of the Annual Tender Offer;
(D) considered the trading history and the implied trading valuations of FSFC Shares on the London Stock Exchange since FSFC's IPO;
(E) considered a number of comparable precedent transactions; and
(F) taken into account the proposed financing structure for the Bidco Group.

The Estimated Value is based on theoretical valuation techniques and is sensitive to changes in assumptions about the future financial performance of the Bidco Group. As a result, there can be no assurance that the actual value of a Rollover Share will not be higher or lower than the Estimated Value.

The valuation of non-publicly traded securities is inherently imprecise and is subject to certain uncertainties and contingencies, all of which are difficult to predict and are beyond our control. Reasons for this inherent uncertainty include, but are not limited to, the following factors:

l the Rollover Shares will be unquoted and there is no current expectation that they will be listed or admitted to trading on any stock exchange or market for the trading of securities and the Rollover Shares will, therefore, be illiquid;
l the Rollover Shares will be non-transferable, save in accordance with customary "drag-along" or "tagalong" provisions and in other very limited circumstances as set out in the Document;
l the amount payable by Bidco to Rollover Shareholders in respect of any repurchase of Rollover Shares pursuant to, and the availability of, an Annual Tender Offer and/or Bidco share buybacks will depend on the future performance of FSFC's business under Bidco's ownership. Rollover Shareholders will have limited control over the timing and value at which they may be able to realise their investment in Bidco;
l the Rollover Shares will not carry any general voting rights at general meetings of Bidco nor the right to receive a copy of or vote on any written resolutions of shareholders of Bidco;
l the rights of Rollover Shareholders to participate in future issues of securities by Bidco will be subject to certain exceptions, which may result in them suffering significant dilution;
l holders of the Rollover Shares will not enjoy any minority protections or other rights save for those rights provided for in the Bidco Articles and those rights prescribed by applicable law;
l payments in respect of Rollover Shares will not be guaranteed or secured;
l upon the Scheme becoming Effective, Bidco will be controlled by Blackmead;
l holders of Rollover Shares may be required in the future to sell Rollover Shares under the terms of a "drag along" provision contained in the Bidco Articles;
l Bidco is not a company to which the Code applies and the protections of the Code will not be available to Rollover Shareholders; and
l the Rollover Shares may be ineligible for inclusion in ISAs and SIPPs and may not be capable of being held through retail platforms.

Given FSFC's status as an investment trust investing in a diversified portfolio of UK forestry and afforestation assets, targeting attractive risk-adjusted total returns of CPI + 5 per cent. per annum through a combination of land appreciation, sustainable timber and carbon credit sales, with limited and irregular cashflows, we did not undertake a discounted cash flow analysis as this was not deemed to be a suitable method of valuation.

The taxation position of individual shareholders will vary and so we have not taken account of the effects of any taxation exemptions, allowances or reliefs available for the purposes of income, capital gains, inheritance or any other applicable tax, duty or levy, notwithstanding that these may be significant in the case of some shareholders.

No account has been taken of any potential transaction costs that a Rollover Shareholder may incur, including any associated dealing costs, or any potential costs that may be associated with a sale of Bidco to a third party or a liquidation of Bidco and which might be expected to reduce any return to a Rollover Shareholder upon the occurrence of such an event.

The Estimated Value

On the basis of and subject to the foregoing, it is our view as at the date of this letter that, if the Rollover Shares had been in issue as at the Latest Practicable Date, the estimated value of each Rollover Share would be within a range of 72 pence and 87 pence, based on there being no additional issuances by Bidco.

Any assessment of the value of the Alternative Offer and the Rollover Shares needs to take into account an individual eligible Scheme Shareholder's assessment of an appropriate discount given the factors outlined above. As noted above, the Estimated Value only incorporates an assumed level of discount to account for the lack of a liquid market for the Rollover Shares and the lack of shareholder protections attached to the Rollover Shares as summarised in the Document. The Estimated Value does not incorporate a discount for other structural features and risk factors pertaining to the Rollover Shares nor any potential upside from future acquisitions; therefore, each Scheme Shareholder should individually take these factors into account.

Eligible Scheme Shareholders who may be considering taking up Rollover Shares pursuant to the Alternative Offer should read carefully all the information relating to the Alternative Offer and the Rollover Shares contained in the Document, including, without limitation, the disadvantages and advantages of electing for the Alternative Offer and the risk factors and other investment considerations relating to the Alternative Offer contained in paragraphs 10 and 12 of Part II (Explanatory Statement) of the Document.

General

Singer Capital Markets is acting as Financial Adviser to Bidco, Blackmead and Averon Park and no one else for the purposes of providing this letter in accordance with Rule 24.11 of the Code in relation to the Acquisition and will not be responsible to anyone other than Bidco, Blackmead or Averon Park for providing the protections afforded to clients of Singer Capital Markets, nor for providing advice in connection with the Acquisition or any other matter referred to in the Document or this letter.

Singer Capital Markets has not provided, nor will it provide, legal, tax, regulatory, accounting or other specialist advice, and nothing herein should be taken to reflect any such advice. For the avoidance of doubt, Singer Capital Markets expresses no opinion (whether as to the fairness or otherwise) of the financial terms of the Acquisition, the Cash Offer or the Alternative Offer. Any decision to elect for the Alternative Offer should be based on independent financial, tax and legal advice and a full consideration of the Document and the other documents in relation to the Acquisition.

Eligible Scheme Shareholders should ascertain whether acquiring or holding Rollover Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether Rollover Shares are a suitable investment in the light of their own personal circumstances and are, therefore, strongly recommended to seek their own independent financial, tax and legal advice before deciding whether to elect for the Alternative Offer.

This letter is provided solely for the benefit and use of the Bidco Director for the purpose of Rule 24.11 of the Code in connection with the Acquisition and for no other purpose. This letter is not addressed to, or provided on behalf of, nor shall it confer any rights or remedies upon, any shareholder, creditor or any other person other than the Bidco Director for the aforesaid purpose. Without prejudice to the generality of the foregoing, this letter does not constitute a recommendation or opinion to, or for the benefit of, any FSFC Shareholder as to whether they should vote in favour of the Scheme at the Court Meeting (to the extent that they are a Scheme Voting Shareholder) or in favour of the Special Resolution at the General Meeting or whether (to the extent that they are an eligible Scheme Shareholder) they should make any election pursuant to the Alternative Offer. Other than as required pursuant to the Code or as the Panel or the Court may otherwise require, this letter may not be disclosed, referred to, or communicated (in whole or in part) to any third party for any purpose whatsoever except with our prior written approval in each case. This letter may be reproduced in full in the Document to be sent to FSFC Shareholders and persons with information rights on the basis that no duties or responsibilities are accepted by Singer Capital Markets to any person, individually or collectively, but this letter may not otherwise be published or reproduced publicly in any manner without our prior written approval.

Yours faithfully,

Robert Peel For and on behalf of Singer Capital Markets Advisory LLP

PART XIII

DEFINITIONS

The following definitions apply throughout this Document unless the context otherwise requires.

"31 March 2024 NAV"	the unaudited net asset value of FSFC as at 31 March 2024 of £175.8 million;
"Acquisition"	the proposed acquisition by Bidco of the entire issued and to be issued ordinary share capital of FSFC not already owned by the Averon Park Group, to be implemented by means of the Scheme, on the terms and subject to the Conditions set out in this Document (or by means of a Takeover Offer under certain circumstances as described in this Document) and, where the context permits, any subsequent revision, variation, extension or renewal thereof;
"Alternative Offer"	the alternative offer to the Cash Offer under which eligible Scheme Shareholders may elect to receive Rollover Shares, further details of which are set out in paragraphs 10 to 12 of Part II (Explanatory Statement) and in Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document;
"Alternative Offer Election"	an election by an eligible Scheme Shareholder to accept the Alternative Offer pursuant to a Form of Election or a TTE Instruction, made in accordance with the instructions set out in Part XI (How to make an election for the Alternative Offer) of this Document;
"Alternative Offer Maximum"	the maximum number of Rollover Shares available to be issued to eligible Scheme Shareholders under the Alternative Offer, being the equivalent of 24.99 per cent. of the Bidco Offer Shares;
"Alternative Offer Minimum Threshold"	the minimum number of Rollover Shares to be issued to eligible Scheme Shareholders under the Alternative Offer, being such number of Rollover Shares which represent, in aggregate, at least 5 per cent. of the Bidco Offer Shares, failing which the Alternative Offer will lapse;
"Announcement"	the announcement by Bidco of a firm intention to make an offer for FSFC dated 29 May 2024;
"Announcement Date"	29 May 2024;
"Annual Tender Offer"	has the meaning given to it in paragraph 6.1 of Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document;
"associated undertaking"	shall be construed in accordance with paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to those regulations;
"Attendance Card"	the attendance card printed at the top of the relevant Form of Proxy for use in respect of the relevant Meeting;
"Averon Park"	Averon Park Limited, a private limited company incorporated and registered in England and Wales with registered number 08669482, the registered office of which is at C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG;

"Averon Park Board"	the board of directors of Averon Park as at the date of this Document;
"Averon Park Directors"	the directors of Averon Park as at the date of this Document (whose names are set out in paragraph 2.3 of Part IX (Additional information on FSFC, Bidco and Averon Park) of this Document);
"Averon Park Group"	Averon Park and its subsidiary undertakings from time to time;
"Bidco"	Arizona Bidco Limited, a private limited company incorporated and registered in England and Wales with registered number 15730327, the registered office of which is at C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG;
"Bidco A Ordinary Shares"	the A ordinary shares of £0.01 each in the capital of Bidco;
"Bidco Articles"	the articles of association of Bidco as at the date of this Document or as in force from time to time (as the context may require);
"Bidco Board"	the board of directors of Bidco as at the date of this Document or, where the context so requires, the board of directors of Bidco from time to time;
"Bidco Director"	the director of Bidco as at the date of this Document (whose name is set out in paragraph 2.2 of Part IX (Additional information on FSFC, Bidco and Averon Park) of this Document);
"Bidco Group"	Bidco and its subsidiary undertakings from time to time;
"Bidco Offer Shares"	the Bidco A Ordinary Shares and Rollover Shares to be issued on or around the Effective Date: (i) in order to capitalise an intercompany loan to be put in place between Blackmead and Bidco so as to fund the cash consideration payable by Bidco in respect of the Acquisition; (ii) in exchange for the transfer to Bidco from Blackmead of the 51,003,762 FSFC Shares currently held by Blackmead; and (iii) to meet any valid elections for Rollover Shares under the Alternative Offer;
"Bidco Shares"	Bidco A Ordinary Shares and Rollover Shares;
"Blackmead"	Blackmead Infrastructure Limited, a private limited company incorporated and registered in England and Wales with registered number 08928992, the registered office of which is at C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG;
"Borrower"	FSFC Holdings 2 Limited, a private limited company incorporated and registered in England and Wales with registered number 13802727, the registered office of which is at C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG;
"Business Day" or "working day"	a day (other than a Saturday, Sunday or public holiday) on which banks in London are open for normal business;
"Cash Offer"	the Offer Price, in cash, payable in consideration for each Scheme Share held (other than for any Scheme Shares for which a valid election is made for the Alternative Offer) under the terms, and subject to the Conditions of, the Acquisition;
"certificated" or "in certificated form"	where a share or other security is not in uncertificated form (that is, not in CREST);

"Closing Price"	the closing middle market price of a FSFC Share as derived from Bloomberg;
"Clydesdale"	Clydesdale Bank plc, a public limited company incorporated and registered in Scotland with registered number SC001111, the registered office of which is at 177 Bothwell Street, Glasgow, G2 7ER;
"Code"	the City Code on Takeovers and Mergers issued by the Panel (as amended from time to time);
"Companies Act"	the Companies Act 2006 (as amended from time to time);
"Computershare"	Computershare Investor Services PLC, a public company limited by shares incorporated and registered in England and Wales with registered number 03498808, the registered office of which is at The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom;
"Conditions"	the conditions to the Acquisition and to the implementation of the Scheme set out in Part III (Conditions to, and certain further terms of, the Acquisition and the Scheme) of this Document;
"Court"	the High Court of Justice, Business and Property Courts of England and Wales, Companies Court;
"Court Meeting"	the meeting of Scheme Voting Shareholders (including any adjournment, postponement or reconvention thereof) convened by order of the Court pursuant to section 896 of the Companies Act, notice of which is set out in Part XIV (Notice of Court Meeting) of this Document, for the purpose of considering and, if thought fit, approving the Scheme (without modification, or with any modification, addition or condition consented to by Bidco and FSFC (on behalf of all persons concerned) which the Court has approved or imposed (with the consent of the Panel where such consent is required under the Code));
"Court Order"	the order of the Court sanctioning the Scheme under section 899 of the Companies Act;
"Court Sanction Hearing"	the hearing of the Court to sanction the Scheme under section 899 of the Companies Act and, if such hearing is adjourned, reference to the commencement of any such hearing shall mean the commencement of the final adjournment thereof;
"CPI"	the UK Consumer Price Index;
"CREST"	the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations;
"CREST Applications Host"	the communication hosting system operated by Euroclear;
"CREST Manual"	the CREST Manual published by Euroclear, as amended from time to time;
"CREST Proxy Instruction"	has the meaning given to it on page 12 (Action to be Taken) of this Document;

"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from time to time;
"CREST sponsor"	a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member"	a CREST member admitted to CREST as a sponsored member (which includes all CREST personal members);
"Dealing Disclosure"	an announcement pursuant to Rule 8 of the Code containing details of dealings in relevant securities of a party to an offer;
"Debt Facility"	the debt facility made available to the Borrower pursuant to the Facility Agreement, as more particularly described in paragraph 7.2 of Part IX (Additional information on FSFC, Bidco and Averon Park) of this Document;
"Disclosed"	the information which has been fairly disclosed:
	(a) in writing by or on behalf of FSFC to Bidco or Averon Park or to the professional advisers of Bidco or Averon Park (in their capacity as such in relation to the Acquisition) (including in the virtual data room operated by, or on behalf of, FSFC in connection with the Acquisition) prior to the Announcement Date;
	(b) in the annual report and audited financial statements of FSFC for the financial year ended 30 September 2023;
	(c) in the Announcement; or
	(d) in any other public announcement made by FSFC via a Regulatory Information Service prior to the Announcement Date;
"Disclosure Guidance and Transparency Rules"	the disclosure guidance and transparency rules made by the FCA pursuant to section 73 of FSMA (as amended from time to time);
"Document"	this circular dated 25 June 2024 addressed to FSFC Shareholders and persons with information rights containing, inter alia, the Scheme and the Explanatory Statement;
"Effective"	in the context of the Acquisition: (a) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to and in accordance with its terms; or (b) if the Acquisition is implemented by way of the Takeover Offer, the Takeover Offer having been declared or become unconditional in accordance with the requirements of the Code;
"Effective Date"	the date on which the Acquisition becomes Effective;
"Election Return Time"	1.00 p.m. on 22 July 2024;
"ESA Instruction"	an escrow account adjustment instruction (as described in the CREST Manual);
"Escrow Agent"	Computershare, in its capacity as escrow agent when receiving TTE Instructions;
"Euroclear"	Euroclear UK & International Limited, a private limited company incorporated and registered in England and Wales with registered number 02878738, the registered office of which is at 33 Cannon Street, London EC4M 5SB, the operator of CREST;

"Excluded Shares"	any FSFC Shares which, at the relevant time, are:
	(a) registered in the name of or beneficially owned by Averon Park or any other member of the Averon Park Group (or their nominee(s)); or
	(b) held in treasury;
"Exit"	has the meaning given to it in paragraph 8 of Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document;
"Explanatory Statement"	the explanatory statement (in compliance with section 897 of the Companies Act) relating to the Scheme set out in Part II (Explanatory Statement) of this Document;
"Facility Agreement"	the facility agreement entered into between the Borrower (as borrower) and Clydesdale (as arranger, original lender, agent and security agent) dated 22 July 2022 (as amended on 11 March 2024 by way of the Facility Agreement Amendment Agreement), as summarised in paragraph 7.2 of Part IX (Additional information on FSFC, Bidco and Averon Park) of this Document;
"Facility Agreement Amendment Agreement"	the facility agreement amendment agreement entered into between the Borrower (as borrower), FSFC Holdings Limited (as parent of the Borrower), FSFC Company 1 Limited, Blackmead Forestry Limited and Blackmead Forestry II Limited (each as security providers) and Clydesdale (as arranger, original lender, agent and security agent) dated 11 March 2024 relating to the Facility Agreement;
"FCA"	the Financial Conduct Authority or its successor from time to time;
"Form of Election"	the green form of election for use in respect of the Alternative Offer by Scheme Shareholders (other than Restricted Shareholders) who hold Scheme Shares in certificated form which, in the case of holders of Scheme Shares in certificated form, accompanies this Document;
"Form(s) of Proxy"	either or both (as the context may require) of the blue Form of Proxy for use in relation to the Court Meeting and the white Form of Proxy for use in relation to the General Meeting, accompanying this Document;
"FSFC"	Foresight Sustainable Forestry Company plc, a public company limited by shares incorporated and registered in England and Wales with registered number 13594181, the registered office of which is at C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG;
"FSFC Articles"	the articles of association of FSFC as at the date of this Document or as in force from time to time (as the context may require);
"FSFC Board"	the board of directors of FSFC as at the date of this Document or, where the context so requires, the board of directors of FSFC from time to time;
"FSFC Directors"	the directors of FSFC as at the date of this Document (whose names are set out in paragraph 2.1 of Part IX (Additional information

	on FSFC, Bidco and Averon Park) of this Document) or, where the context so requires, the directors of FSFC from time to time;
"FSFC Group"	FSFC and its subsidiary undertakings from time to time and, where the context permits, each of them;
"FSFC Shareholder(s)"	holder(s) of FSFC Shares from time to time;
"FSFC Share(s)"	the ordinary shares of £0.01 each in the capital of FSFC;
"FSMA"	the Financial Services and Markets Act 2000 (as amended from time to time);
"General Meeting"	the general meeting of FSFC Shareholders (including any adjournment, postponement or reconvention thereof) convened for the purpose of considering and, if thought fit, approving the Special Resolution by the notice set out in Part XV (Notice of General Meeting) of this Document;
"Greenbank"	the ethical, sustainable and impact arm of Rathbones Group Plc (and a trading name of Rathbones Investment Management Limited);
"HMRC"	HM Revenue and Customs or its successor from time to time;
"holder(s)"	(a) registered holder(s) and includes any person(s) entitled by transmission;
"Investment Management Agreement"	the alternative investment fund management agreement entered into between the Investment Manager and FSFC dated 28 October 2021;
"Investment Manager"	Foresight Group LLP, a limited liability partnership incorporated and registered in England and Wales with registered number OC300878, the registered office of which is at C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG, the investment manager of both FSFC and Averon Park;
"IPO"	an initial public offering;
"ISA"	a UK individual savings account;
"KYC Information"	such materials and information with respect to a Scheme Shareholder and/or an underlying indirect owner who holds Scheme Shares through a nominee or similar arrangement (and, to the extent applicable, their directors, shareholders, members, affiliates and other relevant parties) as requested by Bidco in order to satisfy any applicable anti-money laundering, anti-bribery and corruption, anti-sanctions and "Know Your Client" checks reasonably required by Bidco or its associates;
"Latest Practicable Date"	close of business on 24 June 2024, being the latest practicable date before the publication of this Document;
"Listing Rules"	the listing rules made by the FCA pursuant to section 73A of FSMA (as amended from time to time);
"London Stock Exchange"	London Stock Exchange plc;

"Long Stop Date"	31 October 2024 or such later date (if any): (i) as may be agreed in writing by Bidco and FSFC (with the Panel's consent if required and (if required) as the Court may allow); or (ii) at the direction of the Panel under the Note on Section 3 of Appendix 7 to the Code;
"Market Abuse Regulation"	the UK version of EU Regulation No. 596/2014, which has effect in English law by virtue of the European Union (Withdrawal) Act 2018, as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019;
"Meetings"	the Court Meeting and the General Meeting, and "Meeting" shall be construed accordingly;
"NAV"	net asset value;
"NAV per Share"	the NAV of FSFC divided by the number of FSFC Shares in issue from time to time;
"New Investment Management Agreement"	the investment management agreement that it is proposed the Investment Manager and FSFC enter into with effect from, and conditional upon, the Scheme becoming Effective pursuant to the New Investment Management Agreement Heads of Terms;
"New Investment Management Agreement Heads of Terms"	the non-legally binding heads of terms entered into between Averon Park, FSFC and the Investment Manager dated 29 May 2024, pursuant to which it is proposed that, conditional upon and with effect from the Scheme becoming Effective, the Investment Management Agreement will terminate and the New Investment Management Agreement be entered into;
"Offer Document"	should the Acquisition be implemented by way of a Takeover Offer, the offer document to be sent to (amongst others) FSFC Shareholders setting out, amongst other things, the full terms and conditions of the Takeover Offer;
"Offer Period"	the offer period (as defined by the Code) relating to FSFC which commenced on the Announcement Date;
"Offer Price"	97 pence for each Scheme Share payable under the Cash Offer;
"Official List"	the official list of the FCA;
"Opening Position Disclosure"	has the meaning in Rule 8 of the Code;
"Original Rollover Shareholders"	eligible Scheme Shareholders who validly elect for the Alternative Offer and to whom Rollover Shares are issued within 14 days of the Effective Date;
"Overseas Shareholders"	holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;
"Panel"	the Panel on Takeovers and Mergers, or its successor from time to time;
"Registrar of Companies"	the registrar of companies in England and Wales;
"Regulatory Information Service"	an information service authorised from time to time by the FCA for the purposes of disseminating regulatory announcements;

"Relevant Authority"	has the meaning given to it in Condition 3(a) of Part A (Conditions to the Acquisition and the Scheme) of Part III (Conditions to, and certain further terms of, the Acquisition and the Scheme) of this Document;
"relevant securities"	shall be construed in accordance with the Code;
"Reorganisation of the Bidco Group"	has the meaning given to it in paragraph 8 of Part X (Additional information on the Averon Park Group and the Bidco Shares) of this Document;
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for Bidco or FSFC if information or documentation concerning the Acquisition is sent, published or made available to FSFC Shareholders in that jurisdiction without any amendment and "Restricted Jurisdictions" shall be construed accordingly;
"Restricted Shareholder"	a person (including, without limitation, an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom Bidco reasonably believes to be in, any jurisdiction (whether or not a Restricted Jurisdiction) whom Bidco is advised to treat as a restricted overseas person in order to observe the laws of such jurisdiction or other applicable law or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality of such jurisdiction which Bidco regards as unduly onerous and who Bidco requires FSFC to treat as a "Restricted Shareholder" pursuant to clause 6 of the Scheme;
"Rollover Shareholder(s)"	any holder(s) of Rollover Shares from time to time;
"Rollover Shares"	the B ordinary shares of £0.01 each in the capital of Bidco and "Rollover Share" shall be construed accordingly;
"Savills"	Savills Advisory Services Limited, a private limited company incorporated and registered in England and Wales with registered number 06215875, the registered office of which is at 33 Margaret Street, London W1G 0JD;
"Scheme"	the scheme of arrangement under Part 26 of the Companies Act between FSFC and the Scheme Shareholders in order to implement the Acquisition set out in Part IV (The Scheme of Arrangement) of this Document without modification, or with any modification, addition or condition consented to by Bidco and FSFC (on behalf of all persons concerned) which the Court has approved or imposed (with the consent of the Panel where such consent is required under the Code);
"Scheme Record Time"	6.00 p.m. on the day that is one Business Day after the Court Sanction Hearing;
"Scheme Shareholder(s)"	holder(s) of Scheme Shares from time to time;
"Scheme Shares"	all FSFC Shares:
	(a) in issue at the date of this Document and which remain in

issue at the Scheme Record Time;

	(b)	if any, issued after the date of this Document but before the Voting Record Time and which remain in issue at the Scheme Record Time; and
	(c)	if any, issued at or after the Voting Record Time but at or before the Scheme Record Time and which remain in issue at the Scheme Record Time, either on terms that the original or any subsequent holders of such shares are to be bound by the Scheme or in respect of which their holders are, or shall have agreed in writing to be, bound by the Scheme,
		but, in each case, other than the Excluded Shares;
"Scheme Voting Shareholder(s)"	holder(s) of Scheme Voting Shares from time to time;
"Scheme Voting Shares"	the Scheme Shares in issue at the Voting Record Time, other than any Scheme Shares beneficially owned or controlled by Mr Stephen Thayer;
"SEC"	the US Securities and Exchange Commission;
"Share Exchange Agreement"		the share exchange agreement entered into between Bidco and Blackmead dated 24 June 2024, as summarised in paragraph 7.1 of Part IX (Additional information on FSFC, Bidco and Averon Park) of this Document;
"Shareholder Helpline"	Document;	the helpline set up by Computershare, further details of which are provided at the end of Part II (Explanatory Statement) of this
"Significant Interest"	in relation to an undertaking or partnership, a direct or indirect interest of 20 per cent. or more of: (a) the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking; or (b) the relevant partnership interest;
"Singer Capital Markets"		Singer Capital Markets Advisory LLP, a limited liability partnership incorporated and registered in England and Wales with registered number OC364131, the registered office of which is at One, Bartholomew Lane, London, EC2N 2AX;
"SIPP"		a UK self-invested personal pension;
"SONIA"	Sterling Overnight Index Average;
"Special Resolution"	Scheme;	the special resolution to be proposed at the General Meeting in connection with, among other things, the implementation of the Scheme and the alteration of the FSFC Articles and such other matters as may be necessary or appropriate to implement the
"Stifel"		Stifel Nicolaus Europe Limited, a private company limited by shares incorporated and registered in England and Wales with registered number 03719559, the registered office of which is at 4th Floor, 150 Cheapside, London, United Kingdom, EC2V 6ET;
"subsidiary", "subsidiary undertaking" and "undertaking"		shall be construed in accordance with the Companies Act;
"Takeover Offer"		if the Acquisition is implemented by way of a takeover offer, as defined in Chapter 3 of Part 28 of the Companies Act, the offer to

	be made by or on behalf of Bidco to acquire the entire issued and to be issued ordinary share capital of FSFC not already owned by the Averon Park Group on the terms and subject to the conditions to be set out in the related Offer Document and, where the context permits, any subsequent revision, variation, extension or renewal of such takeover offer;
"TTE Instruction"	a transfer to escrow instruction (as defined in the CREST Manual);
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland;
"UK IFRS"	International Financial Reporting Standards, as adopted by the United Kingdom;
"uncertificated" "in or uncertificated form"	a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
"US" or "United States"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;
"US Exchange Act"	the US Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;
"US Securities Act"	the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;
"Voting Record Time"	6.30 p.m. on the day which is two Business Days prior to the date of the Court Meeting and the General Meeting or, if the Court Meeting and/or the General Meeting is adjourned, 6.30 p.m. on the day which is two Business Days before the date of such adjourned Meeting(s);
"Wider Bidco Group"	Bidco and its parent undertakings, including, for the avoidance of doubt, Blackmead and Averon Park and its and such parent undertakings' subsidiary undertakings, and each of their respective associated undertakings, and any other body corporate, partnership, joint venture or person in which Bidco and all such undertakings (aggregating their interests) have a Significant Interest but excluding, for these purposes, FSFC;
"Wider FSFC Group"	FSFC and its subsidiary and associated undertakings and any other body corporate, partnership, joint venture or person in which FSFC and all such undertakings (aggregating their interests) have a Significant Interest;
"Wider Investment Manager Group"	the Investment Manager, Foresight Group Holdings Limited (which controls the Investment Manager), together with all companies or other undertakings controlled by, or under the same control as, the Investment Manager, where "control" has the meaning set out in the Code; and
"£"	pounds sterling, the lawful currency for the time being of the UK and references to "pence" and "p" shall be construed accordingly.

PART XIV

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE CR-2024-003103 BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (ChD)

INSOLVENCY AND COMPANIES COURT JUDGE BARBER

IN THE MATTER OF FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC

AND

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that, by an Order dated 24 June 2024 made in the above matters, the High Court of Justice in England and Wales (the "Court") has given permission for Foresight Sustainable Forestry Company plc (the "Company") to convene a meeting (the "Court Meeting") of the holders of Scheme Voting Shares as at the Voting Record Time (each as defined in the Scheme (defined below)) for the purpose of considering and, if thought fit, approving (without modification, or with any modification, addition or condition consented to by Arizona Bidco Limited and the Company (on behalf of all persons concerned) which the Court has approved or imposed (with the consent of the Panel where such consent is required under the Code)) a scheme of arrangement (the "Scheme") proposed to be made pursuant to Part 26 of the Companies Act 2006 between the Company and the Scheme Shareholders (as defined in the Scheme) and that such Court Meeting will be held at 10.00 a.m. on 16 July 2024 at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London EC2V 6ET, at which time and place all Scheme Voting Shareholders are requested to attend either in person or by proxy.

A copy of the Scheme and a copy of the Explanatory Statement required to be published pursuant to section 897 of the Companies Act 2006 are incorporated into the Document of which this Notice forms part.

Unless the context requires otherwise, any capitalised term used but not defined in this Notice shall have the meaning given to such term in the Document of which this Notice forms part.

Voting on the resolution to approve the Scheme will be by poll, which shall be conducted as the Chair of the Court Meeting may determine.

Any changes to the arrangements for the Court Meeting will be communicated to Scheme Voting Shareholders before the Court Meeting through the Company's website at https://fsfc.foresightgroup.eu/offer-fsfc and, where appropriate, by announcement through a Regulatory Information Service.

Right to appoint a proxy and procedure for appointment

It is important that, for the Court Meeting, as many votes as possible are cast (whether in person or by proxy) so that the Court may be satisfied that there is a fair representation of opinion of Scheme Voting Shareholders. Scheme Voting Shareholders entitled to attend, speak and vote at the Court Meeting may vote in person or they may appoint another person, whether a member of the Company or not, as their proxy to attend, speak and vote at the Court Meeting on their behalf. A Scheme Voting Shareholder may appoint more than one proxy in relation to the Court Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that holder. Scheme Voting Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting as soon as possible, using any of the methods (by post or electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform) set out below, and are further strongly encouraged to appoint "the Chair of the Meeting" as their proxy in connection with the Court Meeting.

A blue Form of Proxy for the Court Meeting is enclosed with this Notice. The completion and return of the blue Form of Proxy by post (or appointment of a proxy online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform) will not prevent you from attending, asking questions and/or raising any objections and voting at the Court Meeting, or any adjournment thereof, if you wish to do so and are so entitled.

(a) Electronic appointment of proxies online at www.investorcentre.co.uk/eproxy

Proxies may be appointed electronically at Computershare's website, www.investorcentre.co.uk/eproxy. You will need to accept the relevant terms and conditions, enter the Control Number, Shareholder Reference Number (SRN) and PIN provided on the blue Form of Proxy and follow the instructions given. For an electronic proxy appointment to be valid, the appointment must be received by Computershare not later than 10.00 a.m. on 12 July 2024 or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting (excluding any part of such 48 hour period falling on a non-working day).

If you have not appointed a proxy electronically by such time, you may complete the blue Form of Proxy and hand it to the Chair of the Court Meeting (or Computershare on the Chair's behalf) at the start of the Court Meeting or any adjournment thereof.

(b) Electronic appointment of proxies through CREST

If you hold Scheme Voting Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the Court Meeting (or any adjournment thereof) by using the CREST electronic proxy appointment service, you may do so by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed any voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Computershare (ID: 3RA50) not later than 10.00 a.m. on 12 July 2024 or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting (excluding any part of such 48 hour period falling on a non-working day). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Computershare is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

(c) Electronic appointment of proxies through Proxymity

For an electronic proxy appointment to be valid, it must be lodged not later than 10.00 a.m. on 12 July 2024 or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting (excluding any part of such 48 hour period falling on a non-working day).

(d) Sending blue Forms of Proxy by post

As an alternative to appointing proxies electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform, Scheme Voting Shareholders can complete a blue Form of Proxy for the Court Meeting. Instructions for its use are set out on the form. It is requested that the blue Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be returned to the Company's registrar, Computershare, by post to Computershare at Corporate Actions Projects, Bristol BS99 6AH, United Kingdom so as to be received as soon as possible and in any event not later than 10.00 a.m. on 12 July 2024 (or, in the case of an adjournment of the Court Meeting, 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time appointed for the adjourned Court Meeting).

If you have not lodged the blue Form of Proxy by such time, you may hand the blue Form of Proxy to the Chair of the Court Meeting (or Computershare on the Chair's behalf) at the start of the Court Meeting or any adjournment thereof.

Voting Record Time

Entitlement to attend, speak and vote (in person or by proxy) at the Court Meeting or any adjournment thereof and the number of votes which may be cast at the Court Meeting will be determined by reference to the register of members of the Company at 6.30 p.m. on 12 July 2024 or, if the Court Meeting is adjourned, 6.30 p.m. on the date which is two Business Days before the date fixed for the adjourned Meeting. Changes to the register of members after the relevant time shall be disregarded in determining the rights of any person to attend, speak and vote (in person or by proxy) at the Court Meeting.

Joint holders

In the case of joint holders of Scheme Voting Shares, the vote of the senior who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which their names stand in the register of members of the Company in respect of the joint holding.

Corporate representatives

As an alternative to appointing a proxy, any Scheme Voting Shareholder which is a corporation may appoint one or more corporate representatives who may exercise on its behalf all its powers as a shareholder, provided that no more than one corporate representative exercises powers over the same share.

Chair of the Court Meeting

By the said Order, the Court has appointed Richard Gavin Davidson (Chairman of the Company), or failing him, any other director of the Company to act as Chair of the Court Meeting and has directed the Chair to report the result thereof to the Court.

Sanction of the Court

The Scheme will be subject to the subsequent sanction of the Court.

Dated 25 June 2024

Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU

Solicitors for Foresight Sustainable Forestry Company plc

GUIDANCE NOTES

The guidance notes set out below should be read in conjunction with the explanatory notes printed on the blue Form of Proxy.

1. Scheme Voting Shareholders entitled to attend and vote at the Court Meeting are entitled to appoint one or more proxies to attend and to vote in their place. If you wish to appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. If you wish to appoint a proxy, please use the blue Form of Proxy enclosed with this Notice of Court Meeting. In the case of joint shareholders, only one need sign the blue Form of Proxy. The vote of the senior joint shareholder will be accepted to the exclusion of the votes of the other joint shareholders. For this purpose, seniority will be determined by the order in which the names of the shareholders appear in the register of members of the Company in respect of the joint shareholding. The completion and return of the blue Form of Proxy (or appointment of a proxy online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform) will not stop you from attending and voting in person at the Court Meeting should you wish to do so and be so entitled. A proxy need not be a Scheme Voting Shareholder.
1. If you do not specify the name of your appointee in the relevant box, the Chair will be appointed as your proxy. You must instruct your proxy how to vote on the resolution by signing in the appropriate box on the blue Form of Proxy. If you sign both boxes, or if you do not sign in either box, then the blue Form of Proxy will be invalid. Unless otherwise instructed, the person appointed as your proxy will exercise his or her discretion as to how he or she votes as to any business other than the resolution to approve the Scheme (including amendments to the resolution and any procedural business, including any resolution to adjourn) which may come before the Court Meeting.
1. If you are appointing a proxy in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if the blue Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
1. To appoint more than one proxy, you may photocopy the blue Form of Proxy or obtain additional blue Forms of Proxy by contacting the Company's registrar, Computershare, on +44 (0) 370 707 1231. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Please note that Computershare cannot provide advice on the merits of the Acquisition or the Scheme nor give any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All blue Forms of Proxy must be signed and should be returned together in a single envelope, rather than posted separately.
1. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "nominated person") does not, in that capacity, have a right to appoint a proxy, such right only being exercisable by shareholders of the Company. However, nominated persons may, under an agreement between him/her and the shareholder by whom he/she was nominated have a right to be appointed (or to have someone else appointed) as a proxy for the Court Meeting. If a nominated person has no such proxy appointment right or does not

wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

1. The blue Form of Proxy (i) in the case of an individual, must either be signed by the appointor or his or her attorney; and (ii) in the case of a corporation, must be either given under its common seal or be signed on its behalf by an attorney or a duly authorised officer of the corporation. Any signature on or authentication of such appointment need not be witnessed. Where an appointment of a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a copy thereof certified notarially or in some other way approved by the directors of the Company must (failing previous registration with the Company) be submitted to the Company, failing which the appointment may be treated as invalid.
1. To be valid, the blue Form of Proxy and any other power of attorney or other authority under which it is executed (or duly certified copy of any such power or authority) must be received by Computershare by no later than 10.00 a.m. on 12 July 2024. For your convenience the blue Form of Proxy has been supplied with a pre-paid envelope addressed to Computershare (for use in the UK only). If sending from outside the UK, the correct postage will need to be applied. If you wish you may use your own envelope and return the blue Form of Proxy by post to Computershare at Corporate Actions Projects, Bristol BS99 6AH, United Kingdom or (during normal business hours) by hand to the same address by no later than 10.00 a.m. on 12 July 2024. If the blue Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be handed to the Chair of the Court Meeting (or Computershare on the Chair's behalf) at the start of the Court Meeting or any adjournment thereof.
1. You may not use any electronic address provided in either the Notice of Court Meeting or any related documents (including the blue Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.
1. Unless the context otherwise requires, terms defined in Part XIII (Definitions) of the Scheme Document dated 25 June 2024, of which this Notice of Court Meeting forms part, shall apply to these guidance notes.

Part XV

NOTICE OF GENERAL MEETING

FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC

NOTICE IS HEREBY GIVEN that a general meeting of Foresight Sustainable Forestry Company plc (the "Company") will be held at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London EC2V 6ET at 10.15 a.m. on 16 July 2024 (or as soon thereafter as the Court Meeting (as defined in Part XIII (Definitions) of the Document of which this Notice forms part) concludes or is adjourned) for the purpose of considering and, if thought fit, passing the following resolution, which will be proposed as a special resolution (the "Special Resolution").

Unless the context requires otherwise, any capitalised term used but not defined in this Notice of General Meeting shall have the meaning given to such term in the Document of which this Notice of General Meeting forms part.

SPECIAL RESOLUTION

THAT:

(A) for the purpose of giving effect to the scheme of arrangement dated 25 June 2024 (the "Scheme") between the Company and the holders of Scheme Shares (as defined in the Scheme), a copy of which has been produced to this meeting and for the purposes of identification signed by the chair of this meeting, in its original form or with or subject to any modification, addition or condition to which the Company and Arizona Bidco Limited ("Bidco") have jointly consented on behalf of all persons concerned and which the High Court of Justice of England and Wales has approved or imposed (with the consent of the Panel where such consent is required under the Code), the directors of the Company (or a duly authorised committee thereof) be authorised to take all such actions as they may consider necessary or appropriate for implementing the Scheme; and
(B) with effect from the passing of this resolution, the articles of association of the Company be and are hereby amended by the adoption and inclusion of the following new Article 175:

"175. Scheme of Arrangement

175.1 In this Article 175, references to the "Scheme" are to the scheme of arrangement under Part 26 of the Companies Act 2006 between the Company and the holders of Scheme Shares (as defined in the Scheme) dated 25 June 2024 (without modification, or with any modification, addition or condition consented to by Arizona Bidco Limited ("Bidco") and the Company (on behalf of all persons concerned) which the Court has approved or imposed (with the consent of the Panel where such consent is required under the Code)) and (save as defined in this Article 175) terms defined in the Scheme shall have the same meanings in this Article 175.
175.2 Notwithstanding any other provisions in these Articles, if the Company issues or transfers out of treasury any FSFC Shares (other than to Bidco, any subsidiary undertaking of Bidco, any parent undertaking of Bidco or any subsidiary of such parent undertaking, or any nominee of any of the foregoing (each a "Bidco Company")) on or after the date of the adoption of this Article 175 and prior to the Scheme Record Time, such FSFC Shares shall be issued or transferred subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the original or subsequent holder or holders of such FSFC Shares shall be bound by the Scheme accordingly.
175.3 Notwithstanding any other provision of these Articles, subject to the Scheme becoming Effective, any shares issued or transferred out of treasury to any person (other than a

Bidco Company) at or after the Scheme Record Time (a "New Member") (each a "Post-Scheme Share") shall be issued or transferred on terms that they shall (on the Effective Date or, if later, on issue or transfer (but subject to the terms of Article 175.4 below)), be immediately transferred to Bidco (or such person as it may direct) (the "Purchaser"), who shall be obliged to acquire each Post-Scheme Share in consideration of and conditional upon the payment by or on behalf of Bidco to the New Member of an amount in cash for each Post-Scheme Share equal to the Offer Price to which a New Member would have been entitled under the Scheme had such Post-Scheme Share been a Scheme Share.

175.4 On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date, the value of the consideration per Post-Scheme Share to be paid under Article 175.3 shall be adjusted by the Company in such manner as the auditors of the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this Article 175 to such shares shall, following such adjustment, be construed accordingly.
175.5 To give effect to any transfer of Post-Scheme Shares required pursuant to Article 175.3, the Company may appoint any person as attorney and/or agent for the New Member to transfer the Post-Scheme Shares to the Purchaser and do all such other things and execute and deliver all such documents or deeds as may in the opinion of such attorney or agent be necessary or desirable to vest the Post-Scheme Shares in the Purchaser and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as the Purchaser may direct. If an attorney or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of the Purchaser) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed in writing by the Purchaser. The attorney or agent shall be empowered to execute and deliver as transferor a form of transfer or other instrument(s) or instruction(s) of transfer (whether as a deed or otherwise) on behalf of the New Member (or any subsequent holder) in favour of the Purchaser and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register the Purchaser as holder thereof and issue to it certificate(s) for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. The Purchaser shall settle the consideration due to the New Member pursuant to Article 175.3 above by sending a cheque drawn on a UK clearing bank in favour of the New Member (or any subsequent holder), or by any alternative method communicated by the Purchaser to the New Member, for the purchase price of such Post-Scheme Shares no later than 14 days after the date on which the Post-Scheme Shares are issued or transferred to the New Member.
175.6 If the Scheme shall not have become effective by the applicable date referred to in (or otherwise set in accordance with) clause 8(B) of the Scheme, this Article 175 shall cease to be of any effect.
175.7 Notwithstanding any other provision of these Articles, both the Company and the board of directors of the Company shall refuse to register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date other than to the Purchaser pursuant to the Scheme."

By Order of the Board Registered Office: Foresight Group LLP Foresight Group Company Secretary The Shard, 32 London Bridge Street Foresight Sustainable Forestry Company plc London

Registered in England No. 13594181 25 June 2024

SE1 9SG

GUIDANCE NOTES

The guidance notes set out below should be read in conjunction with the explanatory notes printed on the white Form of Proxy.

1. Right to appoint a proxy and procedure for appointment

FSFC Shareholders are strongly encouraged to submit proxy appointments and instructions for the General Meeting as soon as possible, using any of the methods (by post or electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform) set out below, and are further strongly encouraged to appoint "the Chair of the Meeting" as their proxy in connection with the General Meeting.

FSFC Shareholders entitled to attend and vote at the General Meeting are entitled to appoint one or more proxies to attend and vote in their place. If you wish to appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. A proxy need not be a FSFC Shareholder.

The return of a completed white Form of Proxy or the electronic appointment of a proxy online at www.investorcentre.co.uk/eproxy, through CREST or via the Proxymity platform will not prevent you from attending, asking questions and voting at the General Meeting (or any adjournment of such Meeting) in person if you so wish and are so entitled.

(a) Electronic appointment of proxies online at www.investorcentre.co.uk/eproxy

Proxies may be appointed electronically at Computershare's website, www.investorcentre.co.uk/eproxy. You will need to accept the relevant terms and conditions, enter the Control Number, Shareholder Reference Number (SRN) and PIN provided on the white Form of Proxy and follow the instructions given. For an electronic proxy appointment to be valid, the appointment must be received by Computershare not later than 10.15 a.m. on 12 July 2024 or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting (excluding any part of such 48 hour period falling on a non-working day).

(b) Electronic appointment of proxies through CREST

If you hold FSFC Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the General Meeting (or any adjournment thereof) by using the CREST electronic proxy appointment service, you may do so by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed any voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Computershare (ID: 3RA50) not later than 10.15 a.m. on 12 July 2024 or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting (excluding any part of such 48 hour period falling on a non-working day). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Computershare is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

(c) Electronic appointment of proxies through Proxymity

For an electronic proxy appointment to be valid, it must be lodged not later than 10.15 a.m. on 12 July 2024 or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting (excluding any part of such 48 hour period falling on a non-working day).

(d) Sending white Forms of Proxy by post

As an alternative to appointing proxies electronically online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional investors) via the Proxymity platform, FSFC Shareholders can complete a white Form of Proxy for the General Meeting. Instructions for its use are set out on the form. It is requested that the white Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be returned to the Company's registrar, Computershare, by post to Computershare at Corporate Actions Projects, Bristol BS99 6AH, United Kingdom so as to be received as soon as possible and in any event not later than 10.15 a.m. on 12 July 2024 (or, in the case of an adjournment of the General Meeting, 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time appointed for the adjourned General Meeting). If the white Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

You can appoint the Chair of the General Meeting, or any other person, as your proxy. If you wish to appoint someone other than the Chair, insert the name of your appointee in the appropriate box.

If you do not specify the name of your appointee in the relevant box, the Chair will be appointed as your proxy. You can instruct your proxy how to vote on the Special Resolution by placing an "X" in the relevant box. If you wish to abstain from voting, please place an "X" in the box which is marked "Vote withheld". It should be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" the Special Resolution. Unless otherwise instructed, the person appointed as your proxy may vote as he or she sees fit or abstain in relation to any business of the General Meeting (including any amendments to the Special Resolution, the Special Resolution itself and any procedural business, including any resolution to adjourn) which may come before the General Meeting.

If you are appointing a proxy in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if the white Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

To appoint more than one proxy, you may photocopy the white Form of Proxy or obtain additional white Forms of Proxy by contacting the Company's registrar, Computershare, on +44 (0) 370 707 1231. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Please note that Computershare cannot provide advice on the merits of the Acquisition or the Scheme nor give any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All white Forms of Proxy must be signed and should be returned together in a single envelope, rather than posted separately.

The white Form of Proxy (i) in the case of an individual, must either be signed by the appointor or his or her attorney; and (ii) in the case of a corporation, must be either given under its common seal or be signed on its behalf by an attorney or a duly authorised officer of the corporation. Any signature on or authentication of such appointment need not be witnessed. Where an appointment of a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a copy thereof certified notarially or in some other way approved by the directors of the Company must (failing previous registration with the Company) be submitted to the Company, failing which the appointment may be treated as invalid.

2. Voting Record Time

Entitlement to attend, speak and vote (in person or by proxy) at the General Meeting or any adjournment thereof and the number of votes which may be cast at the General Meeting will be determined by reference to the register of members of the Company at 6.30 p.m. on 12 July 2024 or, if the General Meeting is adjourned, 6.30 p.m. on the date which is two Business Days before the date fixed for the adjourned Meeting. Changes to the register of members after the relevant time shall be disregarded in determining the rights of any person to attend, speak and vote (in person or by proxy) at the General Meeting.

3. Joint holders

In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which their names stand in the register of members of the Company in respect of the joint holding.

4. Corporate representatives

As an alternative to appointing a proxy, any FSFC Shareholder which is a corporation may appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder, provided that no more than one corporate representative exercises powers over the same share.

5. The Special Resolution, voting arrangements and results

The Special Resolution will be proposed as a special resolution. For the Special Resolution to pass, at least three quarters of the votes cast must be in favour of the Special Resolution. Voting on the Special Resolution will be conducted by poll. The results of the poll will be announced through a Regulatory Information Service and published on the Company's website as soon as reasonably practicable following the conclusion of the General Meeting.

6. Nominated persons

Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statement of the rights of shareholders in relation to the appointment of proxies in note 1 above does not apply to Nominated Persons; such rights can only be exercised by shareholders of the Company.

7. Website providing information regarding the General Meeting

Information regarding the General Meeting, including information required by section 311A of the Companies Act, and a copy of this Notice may be found on our website at: https://fsfc.foresightgroup.eu/offer-fsfc.

8. Issued share capital and total voting rights

As at 24 June 2024 (being the latest practicable date prior to the publication of this Notice) the Company's issued share capital consisted of 172,056,075 ordinary shares of £0.01, carrying one vote each (none of which being held in treasury).

9. Further questions and communication

Under section 319(a) of the Companies Act, any FSFC Shareholder attending the General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

FSFC Shareholders who have any queries about the General Meeting should contact the Shareholder Helpline operated by Computershare, the Company's registrar, between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) on +44 (0) 370 707 1231. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Computershare cannot provide any financial, legal or tax advice, or any advice on the merits of the Acquisition or the Scheme, and calls may be recorded and monitored for security and training purposes.

FSFC Shareholders may not use any electronic address provided in this Notice or in any related documents (including the white Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.

10. Definitions

Unless the context requires otherwise, terms defined in Part XIII (Definitions) of the Scheme Document dated 25 June 2024, of which this Notice forms part, shall apply to these guidance notes.

AI Terminal

FORESIGHT SUST. FORESTRY COMP PLC

5152_rns_2024-06-25_d9f5a716-1d15-4817-b408-e33a08aae531.pdf

Recommended acquisition of Foresight Sustainable Forestry Company plc ("FSFC") by Arizona Bidco Limited ("Bidco")

IMPORTANT NOTICE

Overseas Shareholders

Notice to US investors in FSFC

Forward-looking statements

No profit forecasts, estimates or quantified financial benefits statements

Disclosure requirements of the Code

Publication on a website

Requesting hard copy documents

Electronic communications

Rounding

Incorporation of information by reference into this Document

Time

General

Scheme process

TABLE OF CONTENTS

ACTION TO BE TAKEN

1. Documents

2. Voting at the Court Meeting and the General Meeting

(a) Electronic appointment of proxies online at www.investorcentre.co.uk/eproxy

(b) Electronic appointment of proxies through CREST

(c) Electronic appointment of proxies through Proxymity

(d) Sending Forms of Proxy by post

3. Elections for the Alternative Offer

4. Shareholder Helpline

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following dates and times associated with the Scheme are indicative only and are subject to change.(1)

Notes:

PART I

LETTER FROM THE CHAIRMAN OF FSFC

RECOMMENDED ACQUISITION OF FSFC BY BIDCO, A NEWLY FORMED VEHICLE, WHOLLY-OWNED, INDIRECTLY, BY AVERON PARK

1. Introduction

2. Summary of the terms of the Acquisition and the Scheme

for each Scheme Share: 97 pence in cash (the "Offer Price")

Alternative Offer

(the "Alternative Offer"),

Right to switch to Takeover Offer

3. Background to, and reasons for, the FSFC Directors' recommendation of the Cash Offer

4. Strategic rationale for the Acquisition

5. Irrevocable undertakings and letters of intent

6. Intentions with regard to the business of FSFC

Investment strategy

Board composition and governance arrangements

Employees

Fixed assets, research and development

Investment management arrangements

Listing and trading facilities

No "post offer undertakings"

7. Current trading

Update since 31 March 2024

8. Dividends

9. Alternative Offer and the Rollover Shares

for each Scheme Share: 1 Rollover Share,

10. Valuations

11. Action to be taken by FSFC Shareholders and Scheme Shareholders

12. Overseas Shareholders

13. United Kingdom taxation

14. Recommendation

15. Further information

You are advised to read the whole of this Document and the accompanying Forms of Proxy and (where relevant) the Form of Election and not just rely on the summary information contained in this letter or the Explanatory Statement.

Richard Davidson

PART II

EXPLANATORY STATEMENT

RECOMMENDED ACQUISITION OF FSFC BY BIDCO, A NEWLY FORMED VEHICLE, WHOLLY-OWNED, INDIRECTLY, BY AVERON PARK

1. Introduction

2. Summary of the terms of the Acquisition and the Scheme

for each Scheme Share: 97 pence in cash (the "Offer Price") (the "Cash Offer")

Alternative Offer

for each Scheme Share: one unlisted B ordinary share in the capital of Bidco (a "Rollover Share") (the "Alternative Offer"),

Right to switch to Takeover Offer

3. Background to, and reasons for, the recommendation of the Cash Offer

4. Information on FSFC

5. Information on the Averon Park Group

6. Information on the Investment Manager's group

7. Financial effects of the Acquisition on Bidco

8. Financing of the Acquisition

9. The FSFC Directors and the effect of the Scheme on their interests